My Little FF7 Novel
by Stratadrake
Summary: MLP-FF7 crossover novellization. Chapter 7: After meeting Aeris's mother, Cloud leaves for the Seventh District and the rebel HQ, even though Aeris insists on coming along. (Rewriting; includes Author Notes)
1. Prologue, And So It Begins

_Foreword_

What follows is a sort of FF7/MLP crossover. That's right, I _did_ just say "a FF7/MLP crossover". MLP being Hasbro's toy line, "My Little Pony"; and FF7 being what many consider the greatest Final Fantasy and/or greatest RPG of all time.

Go ahead! Laugh all you want! Get it out of your system. This is probably the only FF7/MLP crossover in existence, and some of you will dismiss it as trash due to the sheer hilarity of it. Well, _don't._ Sure, the premise is hilarious, but I'm somewhat of a serious writer, and I write seriously. This isn't what you're thinking. Put away all those pre-judgments and read the Prologue; _then_ decide for yourself.

Reviews are always welcome; praising or scathing are both appreciated, but outright flames and swoons aren't. And if you have any ideas or suggestions, be sure to share them in your reviews, because I don't read minds....

**Prologue**  
_Revision 2.2, (6-17-2004)_

Once upon a time, there was a Land; a vast, uncharted wilderness filled with blue seas, green plains, lush forests and magnificent views. Inhabiting this Land were three tribes of Ponies: the earth ponies, ruling over the plains; pegasi, ruling the mountains and hills; and the unicorns, wise mystics who lived among both tribes and served as scholars and mages.

Yes, once upon that time it was a Land filled with peace. But like many times of peace it did not last: Long ago, legends say, a great disaster beset itself upon the Land, plunging it into darkness. Although the Pony tribes of yore fought valiantly against it, and although they say the darkness was sealed away, it was a disaster from which the Land, and its inhabitants, have never recovered.

While the earth ponies and pegasi tribes recouped their numbers and went on to greatness, the mystic unicorns that long ago guided them fell near to extinction. Sands of time rendered this tale, that of a Land filled with peace and serenity, as but a distant dream. Times of exploration and peace were now separated by hatred and war. Enormous cities would be built, but not with a respect for the Land like the cities of old. The new cities would be built with respect for only one thing -- technology -- and contempt for everything else. Chief among these transgressors would be a massive technological wonder: The hovering citadel, Midnight City.

The Midnight City. The capital of the new world order; constructed high above the Land on a gigantic plateau of concrete pillars and metal latticework. A shining beacon that can be seen even from beyond the horizon. Said to be the utopian ideal of the modern ponies' society; a perfect city.

But... look beneath the surface, behind the hype, to see the ugly truth. Look underneath Midnight City's upper plate, and you will see a foundation not borne of hope and dreams, but of corruption and lies. Here, hiding in shadows that no sunlight can dispel, lies the true nature of Midnight City's architects, manifest in piles of trash and undesirables not fit anywhere in its upper realm. These, as they are called, are the Slumps: The great garbage heap of Midnight City; an unnoticeable, unmentionable pile of scrap filled of stench, reeking most poignantly with a hatred and a loathing of the upper class. Ultimately, even the most ardent efforts of Upper Class security fail to cover the stench and darkness emenating from the dark, true self of Midnight City, and a great cloud hangs over the Upper Class, filtering out the sun's rays until both the brothers that are day and night are visible no more.

Look past the shattered dream of Midnight City to reveal one Pony ekeing out a bare survival in the Slumps for every one citizen enjoying the life of false glamour in the Upper Class. This great lower class of Midnight City's population, ignored by the upper class and forever separated from those who write the laws, and from those who make the history books.

Examine closely the Lower Class inhabitants of Midnight City, and you will find a mix not much unlike those of the Upper Class inhabitants themselves. Sure, there are the murderers, the criminals, and the troublemakers in the Lower Class. But how are they any different from the assassins, the mafia, and the corporation dwelling in the Upper Class? And just as part of the Upper Class are honest, respectful citizens guilty only of living on a city of lies, there are also those in the Slumps who are pure and noble, whose loyalty to the Land outweighs the City of propaganda and deceit built on top of it.

The great Lower Class of Midnight City . . . the taboo. The powerless. The hopeless. Yet, there are some who, having no legal permission over their own fates, take to the black arts of infiltration and sabotage, in an attempt to wrench the reins of power from their proprietors, a band of corrupted ponies calling themselves the Rin Sha. Echoing between buildings are whispers of the ancient disaster come upon them again; spray-painted across billboards are warnings of future disasters to come.

For a cataclysmic snow slide is about to begin.

* * *

**Chapter One: A Preemptive Strike**  
_Revision 2.1, (6-15-2004)_

The smoke-laden air of the Eighth District rang out in pain as a rusted locomotive and four cars entered the station, sliding to a stop as it filled the atmosphere with steam from its brakes. It was a cargo train, long bound to the servitude of distributing parcels between the upper Districts of Midnight City, proper, and the Slumps beneath, and in a moment it resigned the sanctity of its interiors to inspection by two security pony personnel.

One of the pair began speaking to the train's conductor as the other entered the train to check for troublemakers. Even cargo trains could not earn the trust of security to be free of live passengers. With a standard-issue laser rifle holstered over his shoulder, the guard slowly trotted through the length of each car, emerging out the opposite end of the train with a smile across his face, a signal that only inanimate cargo had been found aboard.

The first security pony nodded to his comrade as the locomotive's conductor disembarked from his seat aboard the train. On many previous occasions they had given arrest to illegal immigrants from the Slumps, those whose lack of ID cards signalled their lack of permission to be up here. Fortunately, this night was different; calm as a summer eve and quiet as the grave.

A flickering shadow earned but a momentary attention from one of the guards, who glanced upwards, intending to locate the source of the object; yet he saw nothing through the smoke and steam being vented from the train's cooling systems. The guard was about to resume his normal duties when a blue projectile silently launched itself from the roof of the train on a deadly collision course for the first officer.

The guard has no time to react as a winged blue equine plowed straight into him. Immediately the second guard drew his rifle, but the intruder had predicted such a move, and almost immediately after landing launched himself upwards once again, disappearing in the smoke.

Bruised but still conscious, the second guard scrambled to his feet and hastily scanned his eyes about the area, drawing and activating his laser rifle for use. As the two guards looked around in cursory anticipation of the intruder, they failed to notice an accomplice appearing from the roof of one car.

The flying intruder descended once again like a beam of light through darkness, and front hooves first landed right on the same guard's back with such a force to have snapped it, had it not been for the sentinel's padded armor absorbing much of the blow. The injury dealt was lessened, but still severe; the guard failed to sustain consciousness, and blacked out.

The conductor became horrified by the events now transpiring. Long ago, in the times of legend, the mere thought of such pony against pony violence would be called sacrilege. And yet, for the modern world, sacrilege was their way of life. The conductor tried to escape and summon reinforcements, but immediately as he tried, a third invader descended from the roof of the train's locomotive. This gray equine delivered a stunning blow to the conductor's head, forcing him into the wall. There would be no reinforcements.

The remaining security officer squeezed the trigger on his laser rifle and fired a warning shot in the direction of the two intruders. Instantly the intruders took notice to the bright yellow beam searing a visible line through steam and dust, and fled for cover. But the officer never acknowledged that there was a _third_ assailant, still waiting for an opportunity to act. And that opportunity came now.

The third intruder jumped off of the roof they had been lying on, landing on the concrete floor of the station. The sudden introduction of hooves clattering to the ground diverted the security pony's attention away from the intruding pair scattered before him, and he was greeted by the sight of the enemy hoof that shortly sent him into the realm of the unconscious.

The three assailants qiuetly rejoiced at the lack of an alarm. Theirs was, after all, a stealth mission, so the less of a trail they left, the better. Taking down two armored personnel and one conductor was large enough of a risk for these rebels; they could ill afford to do so again.

Two more accomplices appeared on the roof of the train and climbed down, the weight of their bulkier frames impeding a more acrobatic descent. One of these, identifiable as a brown-skinned earth pony draped in a ragged vest and some metal armor, particularly on his right foreleg encased in a dull sheen of metal, was the first to speak up. But rather than congratulating his fellow comrades for their job well done, he instead called the other four to attention with a loud and forceful voice, then proceeded to bark out orders like a leader. 

"Lissen up!" The brown leader ordered. "Someone may've heard that, so we're splittin' up and we'll rendezvous at the checkpoint north of here!"

Three of the comrades, all earth ponies of varying yet flat colors responded with a quick "Yessir!" and began galloping through the nearest exits of the station towards their objective. The only comrade remaining on the scene was the flying pony that had initiated their assault, now folding his wings and rummaging through the fallen guards for anything that could prove of later value.

"Hey, we got no time for that! Get a move on, flyer!" The brown pony ordered. The pegasus, though, did not offer a response to the order as he found and pocketed a small purse from the fallen soldier.

The brown pony, not known for a calm temperament, became momentarily enraged by the pegasus's act of insubordination. "Have it your way! If you get caught, we ain't goin' down with ya!"

The brown pony immediately began galloping northwards as the pegasus pocketed something else from the unconscious guard on the cold concrete beneath him. The pegasus then looked up, spotting the train's conductor stirring. A strange glint of twinkling light reflected from his blue-green eyes, and then he disappeared into the distance, catapulting himself ten feet into the air under the power of pegasus wings not quite strong enough to maintain more than a second or two of genuine flight.

= = = = =

A mile and a few minutes passed of scattering hooves, occasional shouts for security, and one pegasus leaping and gliding unseen from the roof of one small structure to the next. But even his wings would not grant him access to their target, and soon he was forced to descend to street level, where he met three of his comrades who had arrived at the checkpoint before him. The first was an off-white redmane, a mare currently fumbling against the color-coded control pad of a door right by them. The pegasus looked at the unsuccessful efforts of the hacker now at work against the door's lock. "Is something wrong?"

"They changed the codes...," the second comrade, a dusty yellow, almost tan-colored pony in a short black mane and wearing a necklace composed of many small explosives linked together, answered.

The hacker, having paused in her work, looked at her watch in despair. Time was against them, yet if she failed a second time, an alarm would alert the authorities to their presence and the mission would be over in seconds. Suddenly she noticed the time, her perfectly-synchronized watch displaying one minute after twelve plus some odd seconds. "Damn, how could I forget? Of course they changed the codes, it's midnight! We need Sunday's code now." Triumphant at this revelation she spent her second and final attempt on punching a different sequence of colors into the lock, either now or never.

Success! The door chimed happily then conceded its resistance, responding with the sounds of several locks disengaging, then by a loud _clack_ as its latch unhooked and a crack appeared between it and the jamb.

The pegasus looked back as their leader, the brown earth pony, appeared dashing around the corner. "Damn, they spotted us! Jess, we in yet?" He shouted.

The mare, answering to the sound of her name, quickly pushed the door open. "Everyone inside!"

Jess first, everyone dashed inside. In moments, all five of their members had been accounted for, and Jess shut the door and in response the door's lock resumed its default condition with the sounds of deadbolts latching into place, just moments before a patrol of armed enemy soldiers came into view of it. The door itself betrayed no sign of their presence to the authorities, but even so, with their leader having been spotted, the enemy would soon know they were there, and perhaps suspect where they were aiming. Now more than anything they needed to be stealthy, and more importantly, fast, in accomplishing their objective.

"Berett, are you okay?" Jess asked to the leader.

"Yeah, I'm fine ... no thanks to soldier-boy here," the leader Berett answered, pinning his own failure to remain unseen of on the newest member of their group. "Maybe if you weren't lollygagging around back there, they wouldnt'a spotted us! Now that they know we're here, it won't take them long to guess where we're headin'..."

The pegasus scoffed as he brushed some of his uncombed blone hair out of his eyes; hair that, like a reflection of his own self, refused to stay down and in line, choosing instead to stand up and out in the open, rendering itself as a series of blonde spikes sprouting from the mane of its owner. "Look, let's just finish this job and get the hell out of here, before anything else happens."

"Look at you!" Berett angrily piped back. "Bad enough they're on ta us. We gotta hurry up and get in there before they send their whole Military to guard the place!!"

"Then shouldn't we discuss this _on the way_?" The pegasus asked. And for once, the leader agreed with him.

"Damn that's right," Berett said. "We can't jump this train now, we gotta keep going! Jess...."

Jess perked up at the sound of her name. "Yeah?"

"Give our little flyer the package...," Berett ordered, gesturing to the pegasus.

Jess unshouldered a burden she had been carrying ever since their mission began, setting down a large cloth bag for a moment before she lifted it up and began strapping it to the pegasus's back.

"Why me?" The pegasus asked.

"Cuz you're the new kid," Berett answered with a smirk. "I wanna make sure you don't pull nothin'. What did she call you 'gain?""

"Cloud," the pegasus answered.

"Okay, now remember," Jess informed. "You press the red button to prepare the timer, then turn the key one-quarter circle and remove it. Once that happens you'll have about ten minutes to get out of there."

"And we better have an escape route planned too," Berett said, turning to their other two comrades who nodded in agreement. "That'll be your job once we're in. Jess's a piece of work; there ain't no stopping that timer once it gets going, so we gotta have a clear run on the way out or it's all over."

"And after that?" Cloud asked.

Berett laughed heartily. "That'll be the fun part. Once we get away, this whole Refractor ain't gonna be anything more than a pile o' junk!"

Jess dismissed Berett's laughter with a shake of her head. "The bomb's not that big... we just take out the generator, and get home. It'll black out this entire District for sure, but...."

Berett paused, contemplating the statement he had just been given. Finally, he came to a decision and changed the subject. "There ain't no time to worry about that! We gotta get a move on! Now!"

In a moment they vacated the area, Jess leading the way using a mental map that she had studied and memorized before they left home. Travelling through the aisles of what looked like an old, vacated storage facility, they soon arrived at a metal catwalk covering a seemingly bottomless void between them and their target.

Towering over the abyss beneath them, with legs that drove straight down into it and the ground far beneath, there it was. Emblazoned proudly with the cracked red diamond that was the Rin Sha logo stood the Eighth District Refractor, a source of energy and power for this slice of the city, or in the opinion of these rebels, the greatest scourge ever to threaten the Land. Multicolored smoke poured upwards from its towers into the air, mixing in with the City's upper atmosphere to create the barrier over the city that no sunlight ever penetrated. Structures like this one before them gave Midnight City its power, its life, and also its infamy. And tonight, it occupied the top tier of their hit list.

All five ponies galloped through the open, the leader first, followed by the pegasus, and with the three other earth ponies taking up the rear, in particular the chubby one, carrying a laser rifle of his own modding and watching the scenery for whatever threat could choose to present itself. Without instance they made their way to the door of the Refractor. It was locked, but yielded to their hacker's skills and its official color code, and soon they were in.

Only a dull hum of machinery from deep within the Refractor complex echoed off of the walls as they walked in through the entrance, past hat and coat racks devoid of all but company-owned raincoats. Greenish flourescent lights shone down from recessed fixtures, the lack of their complement indicating that most of the Refractor's operations staff had gone home for the night. At most, there would be no more than a few night-shift security officers lurking around the most vital intersections in the building's numerous office-filled corridors.

Immediately Jess spotted a large front office to their left. They walked onto carpeted floor as they entered a room lined with tables and computer monitors. Jess immediately took to one of the terminals, which some employee had failed to shut off for the night. Worse still, they had forgotten to lock the computer down with a password. As Jess shook the terminal free of its screen saver, she immediately began searching through this goldmine of hackerdom. But there was no time to explore the veins or the shafts of the computer's database, no time to steal usernames or passwords for later use. Quickly and easily Jess snaked through the terminal's menus and databases, and located a security map of the facility which soon appeared on the monitor. She scanned through the color-coded map carefully. "Okay... if we take elevator A, we can get as far down as sublevel 5. There's a security checkpoint nearby, but if we can get past that we can get right down to the Refractor's core. All we need to do after that is find a place to set the bomb, then get out."

"What about the escape route?" Berett asked.

"Right. Biggs, Wedge...," Jess began, motioning to their other two comrades. They trotted over and Jess gave them a quick rundown of how to read the security map, as well as how to switch between views of the various levels. "If all goes well, you'll have about five minutes to secure a way out," Jess informed.

"Okay! Biggs, Wedge, you work on that exit and get it open. And don't go setting off any alarms...."

Biggs nodded. "Leave it to us. We'll hold the door for ya."

Berett smiled and nodded. "Okay Jess, you know where to go, so lead on."

Jess nodded as well and then exited this room through a rearward door, into a hallway. They travelled silently, aware that around the corner they could discover a security camera watching for them, or worse, a team of security ponies who could sound off the site's main alarm. If that happened, their mission would be over in an instant.

They halted at the stem of a T-shaped intersection between hallways. The desired elevator was just around the corner, but if luck was against them it would not be the only thing around the bend. Jess produced a small device of her own making; it was a thermal imager, and with it she could look through the walls to determine if any warm bodies like pony personnel were nearby. With the device strapped over her head, she scanned the area, the only warm bodies in sight being that of Berett, Cloud, and their other comrades in the office behind them. Cautiously, Jess nodded to Berett; the coast, it seemed, was clear. But Berett, not one to put his faith in such a device, sidled carefully up to the intersection and peered around the corner -- slowly, so as not to catch the attention of any potential security. As Berett spied one way and then the other, he concurred with Jess: they were in the clear.

Jess led them down the left fork of the intersection and soon pointed out the elevator they needed. Jess pressed a button on the elevator to summon it to their level. A chime responded twice, indicating that the elevator car was already at their floor, and the doors opened to reveal a large, empty, yet well-illuminated elevator car capable of holding about four to six ponies at a time. The three of them trotted inside, and Jess hit a button marked 'B5'. The doors closed, then they left gravity behind on the top floor as the elevator began its descent.

Berett watched the elevator's display as it closely counted down through the floors they were passing by. He sighed. "It's cuz of these weird Refractors that the Land's been hurtin'...."

"So?" Cloud huffed, uninterested in yet another lecture on the subject.

"Look around, haven't ya seen it?" Berett asked, rhetorically. "They say Midnight City was built on green fields and among all the local wildlife. But when nature abhors a Refractor, there ain't no more grass, no plants, no animals within ten miles of th' place no more! Jus' dull, grey, lifeless rock. And the smoke from these Refractors don't help none either; can't grow food without sunlight shining in ya know. And 'cuz there ain't no sun down here, they jus' pump the Land even more to keep the lights running. It's a... Jess what do they call that circular sorta thing?" 

"Ah yes. 'Self-fulfilling prophecy'...," Jess answered.

"Spare me the lecture," Cloud said. "We've got to focus on the mission. Once we're done and I get my pay...." 

"Shu'up about the money, Mr. ex-Stallion!" Beret yelled back. "You know you ain't gettin' paid squat until we're safe and home again! Don't you forget, that's the deal we agreed to!"

Cloud shook his head as the elevator's display ticked past the 'B2' level. Why didn't he ask for his money up front? No, wait. He _did_ ask for the money up front. But Berett, not willing to trust Cloud, insisted that the mission come first and the money later. Cloud looked back. "Let's just get this over with, before they send their military in to shoot first and ask questions later."

Bertt agreed rather than curse the luck that had created this predicament for them.

Gravity reasserted itself with a vengeance as the elevator stopped on sublevel five. The doors chimed and opened, revealing a bleak sight. A room approximately thirty feet wide, square, awaited them, devoid of decorations save for orange sodium lights shining dimly from above and a large crane turret that, long ago, would have been used for moving heavy equipment. The three of them disembarked and looked around at the cold steel surrounding them. To the left was a door large enough to taxi a small airplane through, locked and secured. To their right was a railing separating them from a chasm approximately fifty feet downwards. Various pipes interlinked their way down the far wall, and there was a stairway nearby to lead safely down. Jess identified it as their path. Walking quietly over, they looked down, spotting the security checkpoint Jess had previously warned them of. 

"There are three guards down there," Jess observed quietly to Cloud and Berett as they peered over the edge. "What should we do?"

Berett examined the stairs leading downwards. The staircase descended in a zigzag fashion not entirely unlike external fire-escape stairs. Twenty steps down one way, then twenty down the other, only to return to its previous direction and repeat for about six iterations until, finally, it became one with the floor beneath.

Jess looked over it. The metal grating on the steps would obscure the guards' view of them as they descended, but it would still alert the guards to a pony's presence if they tried descending. With luck they could probably make it down about two or three landings without being spotted outright. Or, if luck chose to fight against them this time, they would be discovered the moment they began descending. "I don't like it. They'll spot us long before we arrive at the bottom....

"Cloud, what do you --" Jess asked, turning just in time to see the blue pegasus launching himself over the railing with his wings. "-- CLOUD!!"

"Damn, what's that showoff up to!?" Berett muttered angrily. Cloud glided over to the pipes on the far wall and then rebounded back, looking down in preparations for a dive attack on the guards below.

"Berett, come on!" Jess insisted, realizing Cloud's choice of tactics. If the security personnel spotted the pegasus about to descend upon them it would all be over. Cloud needed a diversion, _fast_, and Jess provided one by running down the stairs and making just about as loud of an unholy racket as she possibly could against its metal grated steps.

The noise of two earth ponies clamoring down the flight of stairs reverberated throughout the room and drew the guards' attention spans like a magnet drawing iron. The guards saw two as-yet unidentifiable equine shadows rushing down past each landing of the stairs, drew their rifles and prepared to attack -- unaware that they were targets themselves.

Jess and Berett continued running down the stairs, fearing that at any moment the guards could open fire on them with their military-grade laser rifles, but aware that Cloud had chosen their game plan this time -- a bit impetuously perhaps. Even so, Cloud's controlled descent towards the security below would succeed only if Cloud could retain an element of surprise.

Even when Jess and Berett had to give away their own.

"Freeze right there!" One of the sentinels ordered, a low-power sight on his rifle projecting a red dot right across Jess's torso. Jess skidded to a stop and tripped down a few steps, her eyes tracing their blue comrade, now in controlled freefall and about to put the drop on the first of the enemy personnel.

In another moment, Jess and Berett had succeeded in drawing a bead from all three enemy rifles, their only hope for success being their winged comrade diving in at a rapid pace towards their unsuspecting foes. To succeed in this plan of action, Jess and Berett had given away their positions to the guards now slowly trotting over, lasers still drawn upon them. With an undivided hold over their foes' attention, Jess and Berett watched as a blue streak descended from the heavens on a lethal collision course with their foes.

Curving his path at the last moment, Cloud struck hooves first into the body of the first guard as a iving missile, knocking him twenty feet ahead as he rebounded with most of his momentum towards the second. Almost like a pinball Cloud rebounded from the second guard in an impact that send that sentinel flying ten feet to the side, and then crashed into the third just as he was turning to face the surprise attacker. Like an unstoppable force Cloud had plowed himself through all three of the guards at this checkpoint, and now with surplus velocity he ascended twelve feet up into the air, hovered for a moment, and with his wings dispelled the remainder of his momentum as he floated down easily as a leaf in autumn.

Cloud's tactic had worked. Jess was relieved; Berett, insubordinated once again. "What did ya think you were _doing_!!" Berett shouted out angrily.

"Correct me if I'm wrong, but isn't time against us?" Cloud asked. "I knew I could take them out from there and buy us a minute or two...."

"Damn flyer, showing off like that...," Berett cursed to himself. "Next time fill us in when you get an idea, right!?"

"Whatever," Jess said. "The maintenance door is straight ahead; that'll get us to the core. Then we just find a good place for the bomb, and get the hell out of here."

Jess ran ahead, stopping by the first of the security guards to search him over. Rummaging quickly through the fallen pony's uniform she pilfered a set of keys and an ID card. She then ran ahead to a door inhabiting a space immediately next to a security monitor. With a swipe of the stolen ID card, Jess earned access to the door faster than even her conditioned hacking could otherwise provide. In a split second the door unlocked and Jess pushed it open, revealing a stench of foul machinery and a mass of piping.

"We should be closing in on the core," Jess said as Berett and Cloud followed through the doorway after her, and Jess shut it after them. Paralell as the the stripes on a road, a highway of metal piping led the way forwards, surrounded by vertical conduits connecting machinery above to mechanisms below. Jess clambered onto one of them, realizing that their shiny surface betrayed how slippery they were. Carefully angling her hooves to fit along the cracks between adjacent pipes Jess found relatively safe footing, then began carefully stepping her way across. Carefully mimicking her footsteps Cloud and Berett followed.

Jess looked around at the hidden world they had entered. Soon the pipes gave way to a metal-grated maintenance catwalk, suspended far above a source of turquoise light and heat beneath them. Jess scanned the area, from the conduit-laden walls and ceiling to the glowing abyss far beneath them.

"What is that stuff, smooze or somethin'?" Berett asked.

"Haven't you ever seen the core of a Refractor before?" Cloud countered, looking down at the shimmering, rainbow-colored reflections of the abyss now beneath them, an odd familiarity resonating in his memory. "That's the blood of this Land -- as you keep calling it. The refractors collect it and filter useful energy from --"

"-- I know THAT! Imagine, you giving ME a lecture!?" Berett shouted back. "I jus-- I just never seen it for real before...."

"This way," Jess said, leading them to a stairway that led farther downwards. They descended for about thirty feet to a reinforced catwalk perhaps fifty feet still above the glowing depths beneath them. This path branched in two directions. At one end was something resemblant of a service elevator, also locked down and secured. Jess led the way in the opposite direction of that dead end, and after passing through a partition separating these glowing depths into multiple chambers, encountered a monitor station of some sort next to various conduits stemming up from the white abyss into and through the ceiling above, with two large conduits particularly noticeable from the rest. Jess looked at the various readouts on the monitor station and began contemplating what it could be used for. "Okay, what is this...."

"We don't have all night," Berett stated impatiently. "Can't we set the bomb here?"

"Just a minute," Jess answered. "It all depends on what kind of energy runs through these conduits...." Jess hit a button on the console and a diagram of its systems appeared on its small monitor. Various symbols and numbers crowded around its diagrams of piping and levels, the meanings of which escaped everyone save for Jess. "Aha! We're in luck. This a pumping station for the rainbow energy below us."

"...the what?" Cloud asked, for the particular term had tried to ring a dusty bell in his memory. But Jess ignored the question and continued on with her revelation. "This is what we're looking for. One of these conduits is a fuel line for the pump mechanisms around us, and the other routes the energy back up to the refracting and filtering systems."

"Get to the point!" Berett insisted, impatiently.

"Okay, okay," Jess sighed, taking a breath. "Yes we can set the bomb here. When it explodes, it'll knock out the Refractor's entire fuel supply, and it won't be able to run anymore. ...I wager it'll take several months for them to reconstruct this level."

"That's _it_?" Berett objected, a little disappointed by Jess's prediction. "I thought you said we could take out this entire Refractor with it!"

Jess sighed. "Yes... but now like that. Our models predicted only a 2% chance of catastrophic failure. We set the bomb here, we cut out the heart, and then this whole complex will be just another empty corpse hanging off of the Rin Sha's purse-strings."

Berett sighed. "...Alright, we'll do it. Cloud, you set the bomb."

"Shouldn't Jess do it?" Cloud asked.

"No, you're new so we gotta make sure you got the stones to finish the job."

Cloud sighed as Jess helped him unfasten the 'package' from his back. Jess directed Cloud on the best location to put the explosive as he set it underneath the control panel and secured it to the fixture using its vinyl straps. Remembering Jess's directions, Cloud located a red button next to a blank timer readout. He pressed its single red button once, and the bomb's electronic systems turned on and began blinking '10:00'.

Cloud reached for the small, silver key that would activate the package's explosive. But he stopped short of turning it, paused, then looked back at Berett expectantly. "What did you say?"

"Why're ya lookin' at me?" Berett shouted back. "I didn't say nothing...."

"I could've sworn you said something about this refractor...," Cloud muttered.

"Jus' set the bomb aleady!"

Cloud looked to Jess, but she shook her head in response, as she hadn't said anything on that subject just now, either.

Cloud shrugged, turned the key a quarter circle as instructed, then wrenched it free from its slot on the bomb. The timer's readout changed to '10:10' and began counting down, sounding out a small electronic beep with each passing second. Soon it gave out a long beep as the timer iterated past '10:00', and then it proceeded to count down silently.

"Okay, it's set. Let's scram," Cloud said, turning back to the others.

* * *

**Author's Notes:**

To those who have read this for their first time, how do you like it? Not what you were expecting, perhaps? Good.

Like any first chapter, my objective for this chapter was to create and introduce the world and the beginnings of the tale. Not merely that, but also to cast a mood and give the reader a good _feeling_ of exactly what the world _is_. It's true I began the prologue with a traditional "Once upon a time", but that itself is of no emphasis. It's important for the reader -- any reader, not just an FF7 veteran -- to know that Midnight City is no utopia to live in. Far from it -- the City is polluted from the ground level to the highest offices of its corporation, and the atmosphere is permeated with this smog of corruption.

In terms of crossovers, this story is basically a tale of FF7 using MLP's for the characters. In other words, not many MLP elements are involved. You will eventually see cameo appearances by certain well-known MLP's, but I will neither say where or whom they are. Other MLP references will appear from time to time, like the reference to smooze from MLP The Movie, but the overall plot is still based entirely on FF7.

That said, this is obviously not a strict "a-b-c-d-e" recapitulation of FF7 game events, and as such there will be countless "AU" (alternate universe) -style elements introduced and used. Perhaps you've noticed that Jess accompanied Cloud and Berett all the way into the Refractor complex instead of remaining behind as a lookout. This is but a taste of such changes -- changes which are (in my opinion) what a good novellized story should thrive on.

If you're wondering why the generators are now called "Refractors", as in how they work, Cloud's short explanation of it should be sufficient enough. They draw the source energy from deep in the Land, and use a refracting process to filter usable energies out from the source, which in turn generates power. The remaining energies are then discarded back to the Land, upsetting its natural balance, and causing problems.

Do not miss the next chapter when Cloud, Berett, and Jess face off against the robot that FF7 called the 'Guard Scorpion'! It is no mere stand-and-trade-blows battle, nor is it an easy fight. This is a robot that can kill any one of them with a single hit from any of its weaponry, a robot so powerful that it could possibly destroy the very Refractor complex itself! It is now a desparate fight for their lives, so expect a lot of running, some close calls and scrapes with death, and there's no guarantee that the rebels will even be able to destroy the robot at all. Only ten minutes stand between them and their bomb's detonation, and an escape route is more valuable than any reward they could earn by destroying the Scorpion.

When I originally wrote this chapter, it was approximately 5,000 words long and covered the entirety of the rebel's first mission. But when I performed the second complete rewrite of this chapter, it doubled to 10,000 words long, and I decided to split it into two parts.

Here is how to interpret the "Revision" number at the start of this chapter: The first number (before the decimal point) is the number of complete re-writes that I have performed on this chapter; the second number (after the decimal point) is the number of subsequent edits I have given. This chapter is the second complete rewrite plus two subsequent editings, so the revision number is "2.2" .

* * *

_Disclaimer:_  
Final Fantasy 7, its original characters, and its original plot are, of course, productions of Squaresoft Inc. (now Square Enix, LLC). And My Little Pony is a trademark of Hasbro, Inc. 


	2. The War Begins

**Chapter Two: The War Begins**  
_Revision 2.1, (6-15-2004)_

"The bomb's set. We've got ten minutes to get out of here," Cloud said as he turned around to face Jess and Berett.

Berett sighed in relief and nodded, a small smile on his face. Jess was about to lead the way back from where they had come when she stopped, and looked around in alarm. "Did you hear that?"

"Aw, don't tell me you're hearin' things _too_!" Berett retorted back, annoyed.

"No, I heard it too," Cloud vouched. "We are not alone...."

Suddenly, several alarms sounded from various speakers installed about the area, filling the room with the incoherent sum of several klaxons and red lights flashing wildly.

"Damn, you blew it, didn't ya!?" Berett immediately yelled to Cloud in the lack of any obvious culprit responsible for the alarm.

"Berett, up there!!" Jess shouted, pointing up. Surprised, Berett whirled around as something descended into view. As Berett looked up and tried to make out what it was, a large metal pincer, covered in what looked like six-inch thick, blood-red armor, descended from the darkness and clamped itself down upon the left rail of the catwalk they had entered from. Its complement soon followed, clamping itself down on the other side of the catwalk's structure. In but a short moment a second pair of identical legs followed, then a fifth and six leg completed the set as a large ruby monstrosity lowered itself down to their level. The gigantic metal weapon must have been twelve feet tall, equally wide, and fifteen feet long, as it sized up its three morsel-sized opponents through two pairs of emerald-green optical sensors. It opened what looked like a mouth, a set of mechanical pincers with sawtooth edges that could shear through a car in a single nip. As the full size of the beast sank slowly into view, two shoulder-mounted cannons swung themselves forwards, tipped in a ring of muzzles that could spew showers of bullets and shrapnel like a miniature pair of tornadoes throwing fenceposts for bullets. Following behind this monstrosity they could just make out a large multi-segmented and heavily armored tail of such strength that it could clear a small forest, this tipped in a titanic, five-foot crystalline spike that could skewer the rebels like mere kabobs. Emblazoned with a blue split diamond logo across its forehead -- the mark of the Rin Sha military, in fact -- this crimson killer opened its metal maw and unleashed an ear-splitting mechanical roar in their direction.

"WHAT THE HELL IS THAT!?" Exclaimed Berett at the sight of this titan carefully balancing itself upon a catwalk too thin for it to otherwise stand upon.

Recognition of the monster's identity hit Cloud like a lightning bolt, for this was no mere standard sentry poising itself between them and their exit. This gigantic weapon was military grade, a titanic scorpion with a sting so venomous that it could kill heavily armored tanks with a single stab. Nine and a half minutes on the bomb, there was only one way out of this predicament and that was to fight!

Jess grabbed a laser rifle from its sling around her neck, Cloud drew his weapon, and Berett braced himself, hitting a switch and sliding back the metal shell of his right foreleg to reveal... not a foot, but a high-caliber laser cannon installed long ago. Berett flicked the safeties off and in a moment their desparate stand was on.

Berett did not wait to find out who would attack first, as he fired a short volley of laser fire from his foreleg cannon into the beast. Unfortunately his laser blasts seemed to merely bounce off of the beast's reflective armor plating, leaving little more than a warm spot or two on its armor. Jess would have offered cover fire, but she too was armed only with a laser weapon, and hers would have no better chance of success than Berett's.

Cloud shook his head. Attacking blindly would only hasten their own demise; they needed a plan -- more so, they needed a weak point to strike. Gripping the handle of his unorthodox weapon between his teeth, Cloud glared at the monster and spotted a possibility, a hope for victory: Large and formidable as the behemoth was, it was much too large for the catwalk it had perched itself on. If the machine had no real weaknesses, thank the Rainbow that the battlefield itself offered one to their cause. "Let's take out the rails! Cover me!"

Cloud rushed forward, carrying his blade with him as Berett and Jess unleashed a volley of laser fire into the creature's 'eyes', hoping that somehow they could blind it to Cloud's misdirected assault. Immediately the machine reacted to this offensive and the barrels on its two rifles began spinning in preparations for firing. Cloud rushed underneath the beast, pursued by an invisible stream of two laser designators and thereafter, shortly, a hailstorm of lead.

The machine seemed to know that they stood no chance in a fair fight. It could have easily killed Jess or Berett with those guns -- but it didn't. It was only toying with them.

Cloud took a slice at one of the railings underneath the beast's legs as he passed underneath its belly, but caused no real effect aside from putting a scratch in the metal. Berett and Jess continued their laser fire, Jess concentrating her fire to converge upon the behemoth in the same spot as Berett's own shots, focusing on one of the creature's eye sensors. Maybe, just maybe they could knock out one of the sensors, even if it alone was insufficient to impair the robot's ability to fight.

Glass melted and cracked as Jess's plan bore fruit. Berett noticed this too, and paused to precharge his laser to maximum caliber as Jess continued laying down fire. The machine didn't seem to even notice that it was losing sight in one of four eyes, and it began taking one careful step at a time towards Jess and Berett.

Cloud attacked again, trying again to focus on the railings. He had nearly sliced through on his last attack, so repeating his movements might succeed in its objective. Rushing underneath Cloud sliced again at the railings, breaking one strut and weakening two more, and a small burst of sparks ignited from the intense grating of metal-on-metal contact.

The machine halted its approach, as if realizing that its left-side footing was now unstable, with only one explanation. Cloud sensed danger and escaped to safety as the machine lifted up one of its legs and then pierced it completely through where Cloud had previously stood. Judging by the three-foot hole it tore in the catwalk, a blow like that would have killed him. The machine then speared through again with its rear legs as if unaware that its prey had escaped, but it succeeded in enlarging the breach to a nearly gaping size of eight feet.

Cloud forced himself skywards with his wings, preparing for an aerial assault. Immediately after disembarking from the ground Cloud began to focus his thoughts on one of two emerald gems inset into compartments on his blade. One of the gems answered to his thoughts and began to glow, green first, then followed by red. Cloud's blade itself began to glow brightly in resonance to his thoughts as he climaxed his jump and began descending upon the monster beneath him.

Cloud landed upon the back of the metal behemoth as his glowing blade seared open a hole in its armor, then impaled itself through the turret mount of the beast's right shoulder cannon. The machine paused for a moment as the injury erupted with a pillar of summoned flame. The flames themselves did little damage to the creature's armor, but in lieu of actual damage, something far more sinister triggered. Popping sounds ignited from the rifle and dimples appeared in its armor as the cannon's chain-fed ammunitions cache exploded prematurely into life. From one single attack, one of the beast's weapons was now destroying itself from the inside out!

Cloud dismounted from the beast, jumping and gliding towards Berett and Jess as the behemoth's damaged cannon forcefully ripped itself from its chassis in an explosion and ejected towards the safety of the glowing abyss beneath them. The beast now let out another loud, mechanical roar, as if in pain. How could creatures so minute, so harmless, find a way to cause so much damage?

The creature fixated its gaze straight at Cloud for retaliation. Its tail lashed upwards, curving over its back and revealing the large crystalline spike on the end, which soon began to glow in a bright sapphire hue. Berett and Jess resumed their shooting at the creature's eyes, and in a little while they were answered with the sound of the glass shield cracking and shattering.

Cloud was the first to sense danger. "Stop!! It's charging up its laser cannon -- we've got to scram, now!"

"What?" Berett shouted back as he continued his bombardment.

"There's no time! That energy cannon'll take out this whole platform!!!"

Suddenly Berett noticed a thin stream of light, a target designator, pointing his direction from the tip of the tail. Finally two and two clicked in the earth pony's shaved head; quickly he sheathed the metal leg casing back over his laser cannon and threw a comment to Jess. "You heard the flyer! We move out, now!"

Cloud led the way underneath the beast first, jumping over the sizable hole it had created in the catwalk. "There's a gap here, you'll have to jump!"

Berett stood back to his feet and began galloping beneath the creature's belly, and Jess followed. The behemoth, sensing its prey escaping, unleashed a belated, yet massive burst from its tail cannon. It raked the energy beam across the platform and monitor station, searing it into two and allowing caustic fumes to escape from the station's conduits.

Fortunately, it had somehow missed hitting their bomb in the process. Unfortunately, despite the sheer power of the blast, Cloud suspected that it had only unleashed a partial blast, and that the true caliber of its tail cannon was far greater than that.

The catwalk it was now standing on dipped and sagged suddenly as Berett jumped clear. Jess jumped, but too soon, landing with bad footing and falling to her stomach. Berett kept running, unaware of her sudden predicament as the machine reasserted its position. The prey now behind the hunter, it moved forwards to the sheared platform, and with legs clamped carefully on to the weakened rails of the larger surface it began to turn around.

"Help!" Jess cried aloud. "My leg's caught!"

Berett heard the cry and looked back to find Cloud rushing over to Jess's side, and the creature returning its gaze onto them. Carefully but quickly as could prove safe, Cloud grabbed Jess's rear leg and pulled it back into the gap, so as to free it from the jagged metal edges it had become ensnared in. "Okay, let's move!"

Jess soon found safe metal grating for her four feet to stand on, and quickly she resumed a fleeing gallop. Berett and Jess ran ahead, but again Cloud sensed danger. There was a straight line to the stairs leading upwards, and the monstrous weapon had a clear line of fire for any of them. We need a diversion, Cloud thought. He focused his thoughts on the second of the gems stored in his blade, the gem flaring brightly in green, then in white and blue light and energy. In another moment, a blade of electricity summoned itself to life, leaping from Cloud's weapon instantaneously through the air and grappling into the machine's head. The force of this attack knocked Cloud backwards about two feet, and with that momentum he rolled over, around, and then ran. If luck was still with them, that electrical attack would immobilize their foe long enough for them to get out of here.

But luck is fickle, and chooses when to offer its aid. Cloud's electrical attack found the monstrosity's external armor plating to be highly conductive, and through such material it dissipated into the surrounding environment. The bolt failed to encounter any of the machine's vital internal circuitry, and via the path of least resistance it rendered itself useless.

There was no time to create a follow-up attack as Cloud quickly caught up with Jess and Berett near the stairs leading upwards. "Damn, can anything stop that thing?"

"That's a MILITARY weapon!" Cloud shouted. "The Rin Sha are already here!"

"NO WAY!?" Berett yelled. "We gotta blow this joint now!"

"Hurry!" Jess shouted as she ran up the stairs, willing away the limp in her hind leg as she forced herself upwards. Berett followed closely behind and Cloud was about to do so when he looked back and spotted an empty platform far behind them.

Where was the monster?

Cloud dispelled the worry from his mind and raced up the stairs, catching up to Jess and Berett in the process. They followed it up to the second flight; they would shortly arrive at the plumbing that led further upwards and outwards. Jess ran ahead onto the slippery piping, but unwary of her own footing she stumbled and fell. Bruised but otherwise uninjured from this mishap she scrambled to get any semblance of decent footing as Berett waited impatiently.

"Berett, we've got a problem," Cloud stated. "I lost sight of it. It could be anywhere!"

And soon, the sounds of metal impaling itself against metal announced the location of their foe, as the titan entered into view. Berett saw it first. "Oh hell, there it is!"

Berett ducked into the piping as Cloud whirled around. Cloud could not believe what he was seeing: There the beast was, but not standing on a platform or walkway this time; rather, using the powerful claws on its six legs, it had spiked itself across the wall like a spider, and now it was preparing for another attack.

Cloud dived into the hallway of pipes, losing his own footing as well but relieved in the fact that many of the nearby conduits would form a barrier against its attacks, if only for a few precious moments.

Their efforts were rewarded, ironically, by a beam of superheated energy raking itself across their previous position, eradicating the stairs that led back down. As Cloud scrambled to catch up to his comrades, he heard the machine's multi-barreled cannon whirring to life in preparations for a shower of hot lead.

Suddenly the conduits obstructing their view of the gigantic metal scorpion behind them erupted in explosions of shrapnel and various, possibly caustic fluids. Jess screamed in horror as the shrapnel flew across from one side to the other. The enemy was firing at whom it could not see, with a complete disregard for how much damage it would cause to the Refractor's internals in the process. Military machine or not, it seemed to be as dedicated to the destruction of this Refractor as the three rebels themselves were.

Everyone hit the floor as the air above them filled with flying lead, metal debris, and various gases and chemicals now mixing into the room to create a truly unhealthy odor. Berett glanced back and nodded, then began crawling clumsily on his stomach across the pipes. Jess and Cloud followed as the conduits nearby buckled and shattered from sustained gunfire. If they could afford to stand up and look out they would have a nearly unobstructed view of the machine chasing them, but for that there was neither time nor wisdom to do so.

The gunfire ceased as they neared the maintenance door that would serve as their exit. Cautiously Jess forced herself to stand up and withdrew the ID card she had purloined earlier, sliding it through the door's lock and granting them access back into the Refractor's sublevels. She opened the door.

To their relief, they saw only one Rin Sha security guard, lying harmlessly on the floor, ahead of them. But the relief did not last long. Blood on the floor indicated that the fallen guard was now dead. The other two had survived, and most likely, summoned reinforcements to stop them.

Jess led the way ahead as they reached the zigzagging stairs that would lead them back to the elevator they had previously descended down. Upwards one way, then the next they ascended as quick as they could, still wary of an unstoppable killer somewhere in this Refractor searching single-mindedly for them.

In another minute they reached the top of the staircase. Across from them lay the elevator they needed; the trio galloped over and Jess hit the button to summon the elevator. But to their dismay, the elevator was absent from this floor. It had been sent back to the top, and it would be a good minute before it would return here.

And they would have other problems to deal with in the meantime.

Sounds of titanic metal bolts sliding back filled the room as two warning lights flashed on next to the large doorway on one side of the room. And there was one fearful guess about who, or what, was waiting on the other side.

Immediately the trio scattered from the open area of the elevator across the room, not waiting to see exactly what fate presented itself as the giant vehicle doorway began lifting itself open. They ran behind the only piece of cover this room offered: the large, metal crane turret long since used for construction, and just in time, as a shower of lead transformed the floor by the elevator into a bed of jagged edges and metal spikes.

It was here that their battle should conclude, one way or another. The semi-familiar sounds of metal walking upon metal filled the room, and through the framing of their cover they identified the crimson scorpion entering the room, its faceplate damaged and righthand cannon completely dismembered, but still lethally armed with its remaining weapons. It scanned the area with its sensors as it walked over the spiked and shredded metal bits it had created with its gunfire.

Then, perhaps by thermal vision it spotted them hiding behind the crane and rushed their position. Berett and Jess immediately evaded to one side, while Cloud jumped high into the air, ascending to the control pit of the crane with his wings. The creature bit down on the ten-inch-thick metal framing supporting the crane and snapped it like a twig, as it grappled on to the framing with its two front legs to crush the structure.

Cloud struggled to climb atop the crane as the machine forced its weight against the turret, and the crane station itself began to bend backwards. He had only one shot at this, and maybe, just maybe he could pull it off. Focusing his thoughts on the green gems situated in his blade, Cloud jumped into the air as the behemoth toppled the crane in the room, smashing the location that they had only moments earlier taken cover behind and further mangling the crane's metal with its own weight. Only an open battlefield remained of this room, and nothing could provide cover from the weapon's attacks.

With his combat weapon glowing red in the power of flame, Cloud landed right on the machine from above. His heated blade melted itself through the titan's thick armor plating, penetrating through the turret joint on its remaining, left-side arm cannon. Cloud pulled his blade free in an explosion of fiery energy that did little damage aside from igniting the beast's remaining ammunitions cache. Cloud backflipped and glided away as the machine's own bullets destroyed and dismembered its remaining arm cannon.

And maybe, just maybe, struck one of its internal circuits in the process. The machine seemed dazed, unsure of what to do now that only one of its primary weapons remained. It raised its tail forwards in their direction, and the trio knew there was nowhere safe they could run to.

Suddenly a chime from behind them signalled salvation, and the three rebels dedicated themselves to a triple assault on the now-opening elevator. As the damaged monstrosity slowly advanced in their direction, the three fled in a beeline to their exit. Moments later they were all in, and Jess literally smashed the button for ground level. The last they would see of their enemy was it charging for their position as the elevator began ascending.

As if to say goodbye, there was a final quake as the machine penetrated its maw through the elevator, only to discover an empty shaft behind the doors. Theirs was neither a large victory nor the end of the battle. But at least, for now, they were safe.

With about a minute or so left to wait until the top floor, Jess sat down and addressed the injuries she had sustained. Her rear leg had been sliced when it became caught on the floor of the catwalk, and it was still bleeding. Jess removed the cloth she wore around her head and wrapped it around her injured leg to serve as a makeshift bandage. It did not quell the pain, but at least it would help stave off further bleeding.

"How much time do we have?" Berett asked.

"I don't know...," Cloud said. "I wasn't counting."

Jess looked at her watch and read the time. "With all that has happened, I'd wager we spent about five minutes down there...."

"Biggs and Wedge better have that exit secured...," Berett muttered as he opened up his laser cannon and exchanged its nearly depleted energy cell for a fresh one from an adjacent storage compartment on the weapon.

Jess and Cloud nodded silently. "The military's here," Cloud muttered. "We'll be lucky if Biggs and Wedge are even still alive."

"Hey!" Berett snapped back. "It's glass-half-full time! They'll be okay!"

Cloud shook his head. Then the elevator chimed, indicating their destination floor. The doors opened to reveal Biggs and Wedge nearby, hiding on the edge of the hallway intersection, laser guns armed and heated up. Many burn marks decorated the floor and walls of the intersection as Wedge peeked around and fired a high-power blast from his rifle, only to turn back as a hail of laser fire filled the hallway in response.

"What the...," Berett gasped as the three of them disembarked from the elevator to rejoin their comrades.

"Good, you're safe!" Biggs shouted, relieved to see their comrades back from an ordeal, bruised and injured but thankfully, alive. "The military came in and rushed the front office. We're pinned down! We sealed the ends of this hall shut, but they're going to burn through any minute now. If this keeps up, we won't be able to reach the exit!" Biggs pointed to a door just across the intersection, a sign on which indicated it was a set of stairs to the other levels. "Those stairs lead to the upper level and from there it's a relatively clean shot to our exit. But we have to cross the line of fire to do that...."

"We can't jus' sit here and do nothing!" Berett shouted. "There's only a few minutes left on the bomb!"

"Yeah," Biggs concurred. "We've got an idea, but we didn't want to risk it until you got back...." Biggs withdrew a red stick of explosive from the string about his neck, and in another second inserted and lit a fuse. He threw it into the intersection, and it bounced off of the walls and rolled down the hallway some distance.

"Grenade!!" Echoed many a shout from their foes. The petite explosive detonated in a cloud of smoke that filled the entire hallway. "Now!!!" Biggs shouted.

Cloud ran first, jumping and somersaulting into the door to the staircase, impacting hooves first and breaking it free of its latch as it swung open. Berett and Jess immediately pursued after, followed soon by Wedge and Biggs, who took advantage of the chaos to prep, light, and toss another grenade down the hallway towards their numerous enlisted opponents.

An explosion from the projectile rocked the hallway as they ran up the stairs to the second level. Cloud burst the bidirectional door open forcefully, opening up to a large room, which, judging by all the tables and seats occupying this large, white-tiled fifty-by-fifty area, was an employee caféteria. At both sides rested doors leading to other rooms, and at the opposite end was one of the fire-escape doors to this complex.

Just fifty more feet to the exit. Only fifty more feet.... With only that on his mind Cloud dashed out of the stairs first. Numerous shouts from both sides indicated that their enemy had set up an ambush here, and erupting from the doors on both sides came approximately twelve soldiers, all armed with rifles. Cloud skidded to a stop.

Damn, how could he have done something so stupid?

Cloud carefully sheathed his weapon in a gesture that would allow him to live longer. Soon the soldiers were approaching him, unaware that the other four comrades were formulating a plan of action.

A small stick of smoking red paper, no bigger than a cigar, bounced into the room and past Cloud's feet, catching his interest.

"GRENADE!!" The soldiers shouted as they jumped away, knocking tables over in the process to serve as makeshift shields. Cloud paused a split-second before the situation clicked: that thing would explode! Quickly then, Cloud jumped behind one of the tables, catching it with his rear feet and knocking it over to provide cover.

The grenade exploded, sending small seats flying and overturning whatever tables still stood on their own feet. And the battle was on.

Quickly Jess and Berett jumped through the doorway from the staircase, diving under the smoke of the explosive directly to safety behind two of the overturned tables. The smoke had barely any chance to clear up when Wedge, hiding back in the stairwell, discerned their first enemy and fired a burst from his rifle, lethally aimed at whatever soldier had been foolish enough to poke his head up from a safe, covered position.

Laser fire then filled the caféteria, most of it blindly impacting against the walls or the overturned tables covering the combatants.

"We don't have time for this!" Berett shouted as he sniped a supercharged laser blast towards an enemy peeking out from behind his cover. Wedge and Jess filled in by trading shots with their foes as Biggs scanned the makeshift arena for an attack of his own. Cloud, meanwhile, could almost sense his nearest opponent just on the other side. All he needed to attack with was some cover....

Biggs lobbed another stick of explosive into the fray. Unfortunately it fell short of his intended target and landed near Berett. Berett spotted the danger, then _very_ quckly picked it up and tossed it again, lest it explode while in his posession. Panicked shouts of their enemy soldiers filled the clouded air as the explosive detonated almost upon impact in their midst, filling the room in another burst of flame and cloud of smoke.

Cloud leaped from behind his cover, through the smoke-laden air, landing in the midst of several panicked soldiers as he drew his blade and spun around in a circle, slicing at their armor and knocking them all back before lunging upon one to incapacitate the foe. Two others were knocked out into the open and shot down with laser fire from Berett, Jess, and Wedge. 

With the smoke cover trying to dissolve, Cloud set himself on the other soldiers in the room, catching them by surprise and knocking them out into the open, to be picked off by laser fire before they could recover. A handful more of soldiers were soon dispatched as Cloud and the comrades cleared the area, and the rest retreated for their lives and reinforcements.

"Let's move!!" Berett shouted, motioning back to his two comrades still in the back row. Biggs and Wedge responded by galloping forwards into the now devastated caféteria, with Jess and Berett to cover their backs. In a few more moments they bounded across the obstacles of overturned, charred tables and thrown seats towards the fire-escape door on the other side.

Predictably, one hoof on the latch and alarms sounded from the emergency door while the five comrades burst out onto an escape catwalk surrounding the complex. Shortly off in the distance they spotted sirens and lights, accompanied by many dozens of military personnel outside. And in another moment they found a spotlight from a waiting chopper affixing itself to their position.

There was no surrender, no negotiations, no time to argue, and no time left on the bomb as a meager detonation from deep within the complex shook the entire structure. The five assailants quickly fled acoss the fire-escape catwalk, with Biggs leading the way, despite vain shouts from the chopper's loudspeaker for them to stand still and surrender. Above such barked orders, as well as threats of opening fire on them, the shadows between buildings offered them safe haven from the spotlight of corrupt justice, and they cleared the fence right in time to buy front-row tickets to all hell being unleashed from the bowels of the Refractor.

Then, like an exploding volcano, the Refractor complex disintegrated in a titanic plume of fire and light that even through the City's persistent smog could be seen from the opposite end of town. Shockwaves ensued from the blast at several levels, shattering windows and overturning vehicles in the whole Eighth District. In another moment, the entire Eighth District ceased to compete against the towering inferno, and acquiesced into blackout. The City's power grid failed to compensate, and toppling like a stack of dominoes went the power in each District, one by one, until the mammoth explosion above was the sole, uncontested source of light in the City. What a show! Even the massive building in the City's center, a mammoth headquarters as large as the shimmering explosion now occuring, ceased operation as it stood in awe of the luminescent, rainbow-colored smoke and light emanating from the northern end of the District.

Victory belonged to the rebels this night.

But their war had just begun.

* * *

**Author's Notes:**

What do you think? My main objective when I reworked this chapter was to portray the sense of danger and the need for escape that drives the rebels during this sequence. This is compounded by the presence of the Rin Sha military, summoned to the complex in order to stop them. From the start to the finish this turned out to be one very tense, very action-oriented chapter.

FF7 players might have noticed the small analogy to Ruby Weapon, considered the most difficult of FF7 bosses, in the form of the 'ruby' colored scorpion, which is itself a military 'weapon'. Just as the (new) markings identify the scorpion as a military creation, _this_ crimson killer is no pushover!

Throughout each revision of the escape sequence, the battle against the crimson scorpion steadily became more climactic: The original draft was little more than Cloud and Berett alone facing off against the beast, with Berett largely staying put and offering cover fire while Cloud spent his time attacking the machine's legs and doing the real damage. The original sequence ended with Cloud and Berett escaping on the catwalk, and then Cloud severing it, causing the scorpion's weight to topple the path and sending the beast down into the glowing depths of the Refractor's bowels.

The second version of the scorpion fight was a little longer and played out differently. Halfway through the fight, when the scorpion charges its tail cannon, Cloud and Berett evacuated underneath it. But the scorpion caught up to them when shortly as they reached the stairs, and Cloud finished the job by blinding its eyesensors, and then weakening the catwalk upon which it stood, again sending it down into the depths of the Refractor.

And now there is this version, which breaks virtually every 'rule' about typical FF game combat. Aside from Cloud scoring critical hits against its arm cannons, the scorpion takes virtually no damage, and the rebels are forced to flee for their lives. True to FF7, Jess's foot becomes stuck in the metal grating as they try to escape and Cloud has to free her. From that point they are chased not by random sentries or patrols but by the same robot they failed to finish off. And the entire escape from the ground levels, with the Rin Sha military having pinned them down, is completely new, as is the city-wide blackout it caused.

That said, I think this chapter works very well as an action piece, and as a grandiose way to kick off the beginning of the story. Of course, there will be more action-packed sequences down the road in later chapters; but now, since the rebels are safe, it's time to take a good breather. Chapter Three covers the aftermath of the Refractor's explosion, Cloud's chance encounter with a flower seller, and the escape on the train.

* * *

_Disclaimer:_  
Final Fantasy 7, its original characters, and its original plot are, of course, productions of Squaresoft Inc. (now Square Enix, LLC). And My Little Pony is a trademark of Hasbro, Inc. 


	3. Aftermath

**Chapter Three: Aftermath**  
_Revision 2.1, (6-16-2004)_

_Don't be deceived by the Rin Sha's promises!  
Refractor energy will not last forever! It will cause the death of this Land!  
Rise up and fight back! Now is the time!  
  
Protectors of this Land,  
Snowslide!_

For many a long month you could find messages like that inhabiting every District of Midnight City, encroaching upon billboards advertising Rin Sha products and squatting on walls. For countless moons, the Rin Sha would dismiss them as idle threats. But tonight everything had changed. The rising pillar of light and fire attested to the fact that the spray-painted threats were now vindicated; they were real. And the sleeping giant that was the Rin Sha, shaken out of complacency by the catastrophe in the Eighth District, vowed to destroy those responsible for waking them from their slumber.

The rebels knew they could not celebrate the destruction of the Refractor complex. They accomplished their objectives, and true, the reactor was destroyed -- but this was only a taste of things to come. Their mission was complete, they had won the battle -- but their war was only beginning.

"That should keep the Land goin'," one of the victors, Berett, mused as he looked out through the entrance of a sewer conduit offering shelter, to the rising sight behind them, a small confusion over the scope of the destruction yielding to the desire of seeing that technological scourge meeting such a fiery end, and also to a thankfulness that they had made such haste in their escape. "At least for a little while, anyway...."

"I... I don't get it. The bomb wasn't that big...," the hacker Jess muttered from her position next to Berett in the shadows. She and Biggs had spent two days constructing their explosive, and even in their greatest dreams they could not have predicted such a consequence to their actions.

"Jess," Biggs asked, looking back from the closed and capped end of their tunnel, pausing from his current task of setting up an explosive at that end. "You don't think we made a mistake, do ya?"

Jess shook her head in a negative response. "I don't know. I just don't know...."

"The military was still in the complex when it blew," Cloud said, grateful that they had made it out alive, yet disturbed that so many of their enemy, soldiers guilty only of following orders, had paid the price for the rebels' actions.

"Yeah...," Jess nodded. "Horrible... I bet a lot of families lost their loved ones tonight...."

Berett glanced around at the tunnel they were resting in. "We can worry about that later. Their bound to be lookin' for us now. We gotta clear out...."

"Okay, get back," Biggs said as he struck a fuse to light it, then jumping back towards the comrades. Biggs counted down from five, and the shaped charge detonated as if in response to his expertise in this field. Smoke and dust swirled to life as the majority of the blast directed itself towards the end of the pipe, blowing its cap clear off and opening up a passage to the streets of the District. Sparse illumination from emergency torches and streetlights fought back the darkness as the air cleared, and as the five rebels galloped their way to the freedom of the streets, roadways currently evacuated of most citizenry.

"Okay," Berett instructed, gaining the instant attention of all but his newest comrade. "We'll split up to avoid getting spotted, then rendezvous back at the station! I'd reckon there's about ten minutes or so before they leave for home, so we can't go missing it!"

Jess, Biggs, and Wedge ran out into the streets, each taking a different path at the nearest intersection. Berett began walking to follow up, but Cloud stopped him. "Hey!"

"If yer wonderin' about the money, save it till we're back at the hideout," Berett silenced. "Now get your feathered butt in gear, and watch out for the patrols!" With that as a final remark Berett trotted out into the streets and off in one direction, leaving Cloud behind.

After waiting a minute to look around, Cloud began walking out, trotting around dumpsters and other garbage piled around the area. Distant sirens caught Cloud's ears as he stepped out of an alley into a street filled with overturned smashed vehicles blaring their horns to no end, and bits of glass shattered recently from windows all above. Cloud's mental compass told him that the station was somewhere south, but as he never memorized the path he took on the way in, he had hardly any idea exactly which road led south. Cloud picked what seemed like the southernmost route from the T-shaped intersection, travelling down through its stem through a path devoid of citizenry.

Through shadows of buildings and underneath the sound of far-overhead helicopters Cloud walked, with only the Refractor explosion and a few emergency streetlights to see by. On the other side of this block lay an open brick plaza almost completely swept of broken window glass, surrounded by closed merchant stands, and with an empty, dry fountain in the center. A ring of streetlights surrounded the plaza with faint light, incidentally highlighting a familiar, long-unheeded scrawl of red spray-paint on one wall; and a few pony citizens could be seen walking around the plaza, large brooms in hand clearing the remaining debris from the area. A fire burned brightly near one edge of the plaza, and many citizens surrounded it, hoping to partake of its light and warmth. Cloud walked around the plaza's central fountain, musing at a long-unkempt artistic spout in its center. The slightly weathered waterspout was carved in the shape of a great figure from legends, an ancient equine decorated with large and translucent, almost butterfly-like wings, and a plaque at the bottom barely read the inscription, 'Rose Dust, II'. Cloud sat down and thought about the work of art. Translucent wings? How then could they possibly fly? Sure, their wingspan was much wider than that of ordinary pegasi, and their bodies lighter and thinner; yet those were _butterfly_ wings! Too thin for their size and not articulated well enough like feathered pegasi wings.

Perhaps that's why it was a legend, fluttering ponies like the sculpture before him. Only tales and folklore told of such creatures; no one pony alive today had ever seen one with their own eyes....

Then a voice interrupted Cloud from his thoughts. "Excuse me, are you . . . ?"

"What?" Cloud responded without thinking, before casting a single eye on the pony requesting his attention. As he turned around, his eyes settled on a light red mare with a thick, golden-brown mane, a red cape, and holding on to a basket filled with unusual colors.

Flowers.

Cloud looked at the mare in surprise. "Flowers...? Where in Midnight City does anyone find such beauty?"

The mare giggled in response, as if shrugging off a come-on. "Do you like them?"

Cloud looked at the mare and at the various blossoms in her posession. He hesitated to ask of their price. "How... much are they?"

She looked back at Cloud, staring deeply into his eyes, and Cloud's gaze meeting a deep emerald sea in her own. "Two silver," she finally decided.

At first Cloud was taken aback -- did his ears deceive him? There she stood, a mare selling the single most prized import in all of Midnight City, and for less than the cost of a small breakfast? Just what kind of scam was this? Cloud blinked several times, his mind failing to believe what he had just heard.

"What do you say?" The mare asked again. Cloud looked at her, the disbelief showing plainly through his eyes. And yet, in examining the seller's face closely, Cloud could feel no sign of deceit, only a simple honesty radiating from the two jade diamonds staring back at him.

Okay then.... Cloud drew out his pouch and searched through it, picking out two silver coins from it and chipping them into the mare's flower basket. She smiled in response, then produced a flower of an almost blindingly vivid red hue and handed it to Cloud. "You can have this one."

Cloud took the blossom, then stowed it in his pack for safe-keeping. With luck the rose might survive until some place safer for the fragile blossoms.

"Did you see that explosion?" The mare asked, pointing northwards at the pillar of fire and light still shimmering in the distance.

"How could I not?" Cloud countered in an understatement.

"They say the terrorists caused it...."

"That --" Cloud started, but halted when he realized what he was thinking. He had no idea who he was talking to, and giving away his employer to just anybody would more likely land him in the cuffs of law enforcement than anywhere else. So he lied. "...doesn't concern me. I'm just . . . trying to get home. Do you know where the station is?"

"That's easy," the mare said, pointing one direction. "Just go south for three more blocks and you'll be there in no time."

"Thank you," Cloud said. "But I must get going. I'm running late...."

"Be careful," the mare advised. "The military's out in force, and they're looking for whomever did it. And you can't afford to be getting caught...."

"Wha...?" Cloud objected. Had he given himself away so easily? Stunned, Cloud failed to notice the mare bidding him farewell. By the time Cloud glanced her direction again, she was turning around to walk away, and at that point Cloud noticed something peculiar about her mane, perhaps a hint why.

She was . . . a unicorn?

Cloud shook the questions and doubts from his head and tried to focus on his next objective as he began walking in the direction that the mare -- the unicorn had directed him. Cloud trotted down the next block, looking at the empty buildings whose windows failed to stand up to the Refractor's massive blast earlier, the remains of which showered the streets and reflected the scant lighting like a carpet made up of sparkling stars. In some way, the cubes of safety glass were beautiful, as if Cloud himself was walking through a night sky, and --

"HALT!" Shouted a voice from Cloud's left as he spotted a uniformed equine out the left corner of his vision. About one more city block straight ahead lay a stretch of railroad tracks, accompanied by a pair of trains at the Eighth District station.

And a Rin Sha soldier was drawing a bead across Cloud's flank with the target designator of his standard-issue laser rifle. The soldier muttered into a helmet-mounted headset. "_He fits the description... call for backup!_"

"Do not attempt to move!" The soldier ordered as he stepped closer. Cloud sighed, trying to think of what he could do next. There was only one opponent, and the station wasn't too far away. If Cloud acted quickly, he could try to make a run for the station. But he would not get far with the sight of a laser rifle firmly upon him. He would need a diversion....

Cloud realized an opportunity as the soldier stepped closer. Cloud squinted at the enemy approaching him, as he began focusing his thoughts on something else, and as one of the gems affixed in his weapon began to shine quietly in response.

"Present your ID card, please!" The soldier shouted, as he neared within ten paces of Cloud.

_As you wish,_ Cloud would have answered in mock compliance, but his concentration blocked out the first portion the statement, and he gave the soldier a mere "You wish".

"What did you say!?" The guard shot back, hefting his rifle up higher in a threat of what he would do to such an insubordinate citizen as Cloud. But Cloud had no time for this, as his focused thoughts resonated very strongly with the glowing emerald gem stored in his weapon, and a bolt of electricity arced to life, leaping through the air straight into the guard's rifle, through his metal-woven armor, and dissipating into the ground. The soldier's armor shielded him against the bulk of Cloud's surprise attack, but in so doing it had also fried the primary circuits on his rifle, and only the clicking sound of an internal relay greeted their ears as the soldier retaliated by squeezing the trigger.

That was all the diversion Cloud needed, and he took off, galloping towards the distant railroad as his opponent sent out a plea for help on his radio.

Then a bright laser beam, a warning shot, seared its way through the smoke across Cloud's line of vision. Cloud skidded to a stop, curving his view towards where the shot may have originated from, and he spotted three Rin Sha military soldiers galloping his way, lasers at the ready. Cloud chuckled; they wouldn't be able to aim a stable shot at him while running like that, and Cloud could easily make it to the station even under fire. But ahead in the distance he spotted three more military soldires clearing distant citizenry out of the way. And behind him, in addition to the soldier he had nearly electrocuted just moments ago, he could see another pair of Rin Sha soldiers running his way.

Damn; they were closing in on him. Looking around for any form of cover, Cloud spotted one possibility, and took to the air. In an adrenaline-fueled, wing-assisted leap he vaulted nearly fifteen feet skywards, and came into contact with his target, a towering open-weave metal structure that bridged far above the railroad tracks, an electrical tower carrying high-voltage power lines.

Laser beams sliced through the vicinity as Cloud locked his hooves around the framework of the tower and then carefully sidled himself to a side in view of the station as nearly a dozen of his opponents closed in at the base of the tower. The lack of time to think had precluded Cloud from seeing more than five seconds ahead, and now there he was, adhering with all fours to a metal tower, and trying to think of what, if anything, he could do next.

Cloud's mind froze at the scenario. Of course he could always jump off from the tower and glide somewhere, but no matter what direction he chose he would be vulnerable to attack from the opponents below him. Climbing down and handing himself in wasn't an option either. Cloud's mind continued to draw blanks as he looked to the west, to the east, north and south. What was he to do? What _could_ he do?

A miracle intervened as a distant train whistle sounded throughout the air, jumpstarting Cloud's thought processes. The train! With his current elevation, Cloud could easily jump from the tower and glide over to the station. Sure, it was crazy, and to come crashing down amidst a crowd of Upper Class citizens would raise no small amount of eyebrows, but he was out of options, and he had to act now!

A swift breeze welcomed Cloud's wings as he forcefully pried himself clear of the tower. Half a flip and twist, then Cloud was upright and wings fully spread, guiding himself through the smoky air above the railroad tracks, and hoping that somehow he might escape much injury.

A high-powered laser beam cut through the thick air just to Cloud's right as his earthbound opponents began opening fire. Almost instinctively Cloud veered his flight path to the left, then to the right again as a followup pair of laser beams sliced through empty space. Instantaneous as lasers are they still relied on the user's ability to aim properly, and with each near miss, Cloud thanked whatever power or fortune was watching over him.

Yet it would not last longer. Another shot sailed through the air and clipped straight through the feathers on Cloud's right wing, sending an arc of pain jutting through the limb to Cloud's brain. Yow! Cloud nearly dropped out of flight into freefall as he winced to steady his course, and as a trio of blue feathers floated down through the sky from their owner.

A second and third shot seared by, missing by mere inches, as Cloud quickly approached a train, the only train at this time, just now accelerating from the station. Cloud flapped his wings to slow his gliding speed and descend faster, so that he could land on the train safely.

At that time, amid Cloud's hovering another beam from his pursuing foes seared a lucky hit through the feathers on Cloud's wing, this time a bit closer to the flesh, and the additional pain was too much for Cloud to endure in flight any longer. With a loud exclamation of pain Cloud's wings froze, and he began to drop like a stone. A fall from this height was potentially lethal, especially for a pegasus, and as the ground careened closer Cloud shut his eyes to prepare for the worst, praying that somehow he would land feet first to soften his fall....

His prayers were answered as his legs clattered onto a smooth, metallic surface distinctly unlike that of the metal rails and wooden ties he was expecting to land upon; Cloud's feet instantly swept out from under him as he toppled over onto his back, tumbling and rolling with the excess momentum of his fall, across the length of one, two, even three full passenger cars. Finally he came to a stop, bruised all over from his singed wings to his legs and neck, and he lay there motionless, clinging to consciousness and hoping that his foes would mistake him for dead as the accelerating locomotive rushed past his foes, into the protective shadows of a tunnel on its predestined path from the Upper Eighth District to the ground level.

= = = = =

"What was that?" Biggs asked, looking up at a small dent in the ceiling of the train car they had chosen for the trip home, a passenger car replete with worn seats, tarnished windows, and swinging handlestraps rusted and creaking from lack of use; yet depleted of other passengers, who had evacuated to the next car forwards for fear of the four hoodlums now residing therein.

"Probably rocks," Berett stated back from his position on a worn seat halfway down the length of the car.

"Must be some pretty big rocks," Wedge noted as he kept a firm grip on one of the car's handlestraps above him.

"Can't be that; we're not even in the tunnel yet," Jess said, eyeing the window she sat next to as a view of several Rin Sha soldiers breezed by, them aiming their rifles somewhere skywards.

Biggs shook his head. "Cloud.... You don't suppose they caught him?"

Berett shrugged. "Who knows? The kid's got spunk, I reckon he wouldn't go down without a fight...."

"Yeah, you think he would keep fighting? You know, to the end?"

"Hey what am I, Mimic?" Berett exclaimed angrily. "How should I know!? I don't read minds...."

"You just said --"

"Forget about it! Jus' enjoy the ride!"

"Sorry," Biggs said. The roof echoed with the sounds of several somethings impacting against it.

"More rocks, huh...?" Biggs presumed aloud.

"The kid was a good fighter," Berett mused. "A bit of a showoff, maybe, but ya gotta admit, he's good at what he does. Shame he won't be makin' it back . . . I don't know how she's gonna take it...."

"Don't say that!" Jess reprimanded.

Berett ignored the insubordination. "Well look at us! The train's gone, he's not here, how do ya _think_ he's gonna get back home!?"

Berett noticed the distraught expressions answering him, and sighed. "Look, I'll tell ya what. If he can catch up to this train now that we're in the tunnel, he might jus' be worth an extra 50 gold. But I don't think he's gonna --"

Just then the back door of the car burst open forcefully, followed by a certain blue pegasus, battered, bruised, and with one quite singed wing, as Cloud descended into the car.

"CLOUD!!" Three of the four comrades rejoiced in unison.

Berett's train of thought ground to a halt at the spectacle, and his mouth hang open in surprise. In a moment he blinked and snapped to attention. "Well I'll be -- I jus' knew you'd show up if I started talking 'bout your _pay!_"

"Sorry if I'm a bit late," Cloud said as he staggered on in and lay down.

"Late?" Berett shouted back. "Yer really somethin', ya know that? Here we were all wonderin' if you got caught or somethin, and you jus' fly in here like it's no big deal!?"

"Whoa," Cloud started. "Let me this get this straight. The fearless Berett, was actually _worried_ about me?"

"Hell no I didn't --" Berett responded before stopping his thoughts in their tracks. "I mean --" He stammered. "Alright, wise guy, if you ever say somethin' like that again, I'm takin' it outta yer _PAY_, understand?!"

Jess chuckled quietly to herself. "Cloud, _that_ was priceless..."

A voice recording echoed in over the passenger car's radio. "Now leaving Eighth District, we will be arriving at the Fourth District Station in a few minutes. All departing passengers please have your ID cards ready. Final stop of the day will be at the Graveyard Station, Seventh District Slumps. Expected time of arrival at the Graveyard Station will be 12:45 night, Midnight City Time. Thank you for choosing the Midnight City Transport Rail, and have a nice ride."

Jess stood up and walked over to Cloud at the back of the car, who shut the rear door with a hind leg. She sat down near an onboard computer terminal. "Cloud, wanna see this?"

"Say what?" Cloud asked.

A railroad map of Midnight City, as it might appear from the a bird's-eye view, appeared on the terminal screen near Jess. "It's a scale map of the City. See, here we are, passing through the Sixth District hub . . . ." Jess pointed to a blinking dot on the monitor, then traced a path spiraling around the displayed map. "The train'll be stopping at the Fourth District station in a few minutes. After that is the ID checkpoint on the way down," -- Jess tapped a small red dot on the monitor -- "and once we're clear of that, it's five laps around the City's central support pillar, and then we're home free."

"Home...," Cloud muttered. Through many years of wandering, he had nearly forgotten what a word like that even meant. Once, long ago, he too had a home. But it was as gone as the burning Refractor far above them, incinerated in the fires of tragedy and buried with the sands of time.

"Yeah. Did you know?" Jess asked, pointing to an item of trivia running by the monitor on an electronic line of ticker-tape, a little thing that never ceased to amuse the foals. "They say that each District used to be a separate village, each with a different name, and Midnight City used to be just a conglomeration of individual towns. Now, though...," Jess sighed, with a touch of despair. "No one uses those names anymore. It's just 'First District', 'Second' District, Third, so on and so forth, for all eight of them. And then there's the Refractors that they built, one for each District. Like the Eighth District Refractor (you know, the one we took out), which is on the City's north end. You saw how only a few lights were still on? We must've blacked out the whole Eighth District in doing that...."

Jess sighed again, this time in relief. "Fortunately these trains run on their own power supplies. Even if we took out _all_ of the City's generators, it wouldn't affect the railroads in the slightest."

Gravity seemed to lurch forwards as the train slowed to a stop and the intercom chimed in. "The time is now... Twelve Thirty-Five, night, City Standard Time. We are now arriving at Fourth District Station. All authorized passengers please have your ID cards ready for disembarking. Arriving passengers, our next and final stop for the night will be at the Graveyard Station in the Seventh District Slumps. The expected time of arrival at Graveyard Station will be 12:45, night, City Standard time. Thank you for choosing the Midnight City Transport Rail, and have a nice ride."

For about a minute only the sounds of several doors opening and closing could be heard, accompanied by an occasional shuffle of hooves as passengers in other cars entered the train while others left for the Upper Fourth District. Then the left-side doors on their car, the last car of the train, opened, with two Rin Sha guards in red uniforms looking around. "Are there any authorized departing passengers? No?"

Silence answered the guard, to his apparent relief, as he and his comrade stepped out and waved authorized passengers on board. There were but few at this time of night, either running errands for official business or looking to head home. In total a group of three earth ponies boarded the train and chose seats near the front of the car. Then the station guards outside slid the doors shut, and with a chime the train's recorded intercom chimed on again.

"Now departing for Graveyard Station," began the intercom. "Expected time of arrival is 12:45 night, City Standard Time. Thank you for choosing the Midnight City Transport Rail, and have a nice ride."

The overhead handlestraps swung backwards as the cars shuddered and the train began accelerating from the Fourth District Station. As they entered a railroad tunnel descending towards ground level, they passed into a corridor lit only by red, emergency-style lights, which appeared to strobe past the windows. Everything fell silent.

"Ah, the checkpoint," Jess said. "You still got your ID card on you, right Cloud?"

Cloud nodded.

Jess nodded back. "Our ID's may be fake but without them they'd pull this train over in a wink and look for any suspicious ponies on board...."

"Like us," Cloud said.

Jess nodded. "Yeah."

Soon the last of the red lights blinked past the windows, as normal lighting resumed through the tunnel.

Jess sighed in relief. "We're finally in the clear. A few laps around the central pillar and we'll be home free...." Jess sighed.

Berett leaned out to look outside the window, which offered them a view of scaffolding and metalworks, beyond which they could see various maintenance catwalks and lights shining from the underside of Midnight City's great upper plate. "Look at it," Berett offered in a bit of smalltalk. "We could almost see the horizon out there. That is, if it weren't for all the damned smog...."

"...And the upper plate," Jess added. "It casts quite a shadow, even in the daytime. Sunlight can't reach down here, not even at dawn or dusk."

"The floating citadel...," Cloud mused, looking up and out the window as their train continued its course downwards, offering them a continually improving view of the Plate's black underside. "I don't care how many trains we ride. It's pretty unsettling scenery, to see it so high up...."

" 'Unsettling'? 'Scenery'?" Berett mused. "Y'know, I never thought I'd hear a word like that from _you_...! If it weren't for that goddamned Pizza up there, we might actually get to see a Sky down here. And we'd have clean air, not all that smoke and dirt we get because of them up on the plate!"

"Sad that they don't let just all the ponies live on the Plate. At least the air would be cleaner...."

"You'd think?" Berett scoffed back. "Yeah. But all the Rin Sha care about is the silver they comb their hair with. They don't give coppers to nothin' else!"

Berett lowered his voice back to a conversational tone. "Besides, I don' think it'd make much of a difference anyway. They're always blamin' us in the Slumps for their troubles, when it's their Refractors causing the real problems, what with drainin' the Land an' all....

"And, well...," Berett continued. "I guess a bunch of us just like livin' down on ol firm ground, not some phony flyin' pizza." Berett stood up, enthused in his own little speech. "Don't matter how much garbage they dump down on us, it's our Land and we gotta stay there!"

Every pony in the car, even the few not part of their rebel group, gave a small cheer in response.

"Yeah...," Jess mused as Berett sat down again. "I've yet to hear _any_ pony say they live in the Slumps because they _want_ to. It's always because they _have_ to. Like this train: it only goes where it must; only where its rails take it."

The train's intercom piped up again. "The time is now... Twelve Forty-Two, night, City Standard Time. We will be arriving at the Graveyard Station shortly. Thank you for riding the Midnight City Transport Rail, and we hope to serve you again tomorrow."

Silence ruled the rest of the journey as the Slumps ascended into view, and as the train approached and slowed down for the station. In another minute and two, the train hissed as it slowed to a stop outside its station. One by one, an outside Rin Sha station guard opened the doors on each car, leaving them open for ponies to file out through.

Berett, Cloud, and the rest were the last ponies out of the train, and the red-uniformed guard -- a pony who himself lived in the Slumps, and was reasonably sympathetic to their plight -- shut the train doors behind them. He watched silently as the ponies filtered out in two directions, to the east and west, towards wherever they needed to be.

Berett ran off of the station dock, to a distance of about twenty paces, then summoned his comrades around him. "C'mere and lissen up!"

Cloud, Biggs, Jess and Wedge all galloped off of the platform towards Berett.

"That mission was a success," Berett announced as eagerly as he could without raising his voice much above a conversational volume. "But don't none of ya be scared of that explosion. We'll plan for another tomorrow, so be expectin' a second one just like it! Now let's scram and rendezvous back at the hideout, hear?"

The three comrades of Biggs, Jess, and Wedge answered in consent to Berett's orders and then galloped off towards the west, in the direction of their home. Berett followed behind after a few paces, while Cloud waited behind for a moment, looking back up at the plate. The great upper Plate of Midnight City... black as a night sky, even during the daytime, with lights interspersed through the underside appearing like stars from this distance. Down in the Slumps they saw neither day or night, and some almost believed that they were the real stars. Even so, it paled in comparison to the real thing. Maybe someday, they would be able to gaze up at the true sky, and see the true stars....

* * *

**Author's Notes:**

Since this is the aftermath of the rebel's first strike, my objective for this chapter was basically to keep things relatively quiet, like the peaceful music that plays in the game as Cloud walks away from the Refractor. Sometimes it's amazing that this chapter still turned out as long as the others. I felt the rebel's spray-painted graffiti was worth mentioning, but I didn't want something so basic as Cloud spotting it on a wall as he walks by (or, worse, asking a minor character to read it for him), so I decided to start the chapter with it.

As fitting of a crossover/AU tale, most of the events in this chapter occur in original fashion, yet remain faithful in spirit to FF7. Cloud still gets to buy a flower for unbelievably cheap (with added emphasis on the "unbelievably"), he is still spotted by the authorities on his way to the train station, and Jess talks about Midnight City as they view the onboard map terminal on the way home. Many of the changes I made for this chapter were simply because this is a crossover/AU -- and particularly because Cloud is a pegasus, and his power of flight will be instrumental to various scenarios. At the same time, I did manage to include a few MLP references in this chapter, like the fountain-statue of Rose Dust, queen of the Flutter Ponies.

I also decided that the currency for this story would be a simple gold-silver standard. I've never really liked "Gil" being the staple currency of later Final Fantasy games (earlier FF games used "GP"). Obviously, like any currency, FF's Gil system has various denominations of coin (proof: in FF9, there is a fountain at the entrance to Treno. Examine it, and Zidane specifically mentions, "a 10-gil coin") and possibly paper currency; for when Barret gave Cloud his pay of 1500 gil, there's no possible way Barret would give Cloud 1,500 individual (1-gil) coins; that'd be like trying to pay one's electric bill in quarters!

Originally, this was Chapter Two and it was called "Train Ride Home". It became Chapter Three (previous title: "A Narrow Escape") during my second re-write when I split Chapter One into two parts.

Coming up in the next chapter, the rebels rendezvous back in their secret hideout, Cloud wants his pay, but after a fight with Berett, decides that he should kick the dust from his hooves and take off. But can he do it if it also means abandoning an old friend?

* * *

_Disclaimer:  
Final Fantasy 7, its original characters, and its original plot are, of course, productions of Squaresoft Inc. (now Square Enix, LLC). And My Little Pony is a trademark of Hasbro, Inc. _


	4. Promises

Chapter Four: Promises  
_Revision 2.1, (6-18-2004)_

Slowly Cloud walked across ground littered in scrap metal sheeting and rotting paper junk into the neighborhood that his friends called home. And what a pitiful home it was; surrounded by the borders of junk indeterminate lay loose structures fashioned out of sheet metal and iron to house the poorest of residents. To the south stood a building fashioned out of an old crane tower, with lights hanging on top to provide feeble orange illumination to the town below.

Ahead of Cloud burst several earth ponies of drab colors out of an structure more ancient and cared-for than the regular shanties in these Slumps. The walls of the place were actually solid, even insulated metal; its sides graced with real (if barred and cracked) windows; and a working, lockable door filled its front, underneath a large sign with electric lights that read, in large bold letters, the "Lucky Sevens Caf". Berett appeared in the doorway to the establishment, a wide grin cracking across his face.

"What was that for?" Cloud asked, glancing in reference to the other ponies scattering in various directions; some to their houses, others to the nearby station, and yet some more to a small crowd of lower-class residents crowded around a metalframed tower lined with television monitors displaying Rin Sha news. Cloud turned back to Berett. "You keep giving us away, and someone's going to call the authorities!"

Berett laughed heartily. "Forget the authorities! Fights happen all the time down here and them Rin Sha could care less. We got nothin' to worry about!"

"You're nuts," Cloud said, glancing around the area for any sign of approaching Rin Sha police. He would find none.

"Hey, I'm not the one who jumped down on three Rin Sha guards without tellin' anyone!"

"We had no time to discuss it back then."

"Whatever, flyer. Go on in, why dont'cha?"

Berett stepped aside, clearing the entrance for Cloud to walk inside. Cloud walked up to the doorway and disappeared into the establishment, trading in the filthy air and environment of the Slumps for the much cleaner interior of the café.

Bright lights from the caf's ceiling forced shadows into hiding as they illuminated the room with a warm, white light. Cloud cast his eyes about this place, a place he had only seen on two occasions previously. Framing the insulated walls was a combination of wooden and metal architecture giving testament to the building's age, and with it, this place maintained its hard-earned reputation of the finest dining establishment in the Seventh District Slumps, or possibly the finest diner anywhere in the Slumps outright. To the left lay a series of tables to seat about eight or nine ponies, and Biggs and Wedge were seated around one table, refreshing themselves with a quick drink. Over to the right were more tables, and Jess laying near one, mumbling to herself about specifications and instructions as she reviewed cryptic scribbles inhabiting the pages of her notebook. Ahead lay the counter, with standing room for about three customers, and a space behind which was the fountain machine for pouring drinks and the kitchen appliances for cooking meals. Behind the counter lay a doorway to the supplies room, and standing near the opposite corner lay the refrigerator, and next to this machine was a small young pony, a pink mare with orange mane. The youngster took fright as Cloud came in, and immediately dove behind the counter.

"That wasn't a very nice way to say hello, was it?" Asked a voice from behind the counter. A white mare, a pegasus with dark, almost black hair and tail appeared from the supply room in the back, and gently ushered the young pony back out into the open. She cast her blue eyes in Cloud's direction. "Cloud! Glad to see you're back, safe and --" Glancing over Cloud, she noticed the bruises and scratches Cloud suffered throughout the mission. "What happened to you!? Are you all right?"

Cloud nonchalantly walked over to a table and sat down to rest his legs. He outstretched his wings for a moment to relax, revealing a few patches of singed and missing feathers, then folded his wings back up. "It's nothing," Cloud said, with a smile. "Besides, ...they missed."

"I told you, Midnight City is no place for flying; you'd get shot."

"It'll heal," Cloud said, looking at the mare. "So, Lockheart, how did you do while we were out?"

The white pegasus, Lockheart, shrugged and sighed. "A little over a half-hour ago the power went out, so we had to get out the emergency lamps. The power came back on only about ten minutes ago, but according to the news, we weren't the only ones blacked out, the entire City was!"

"The whole City!?" Cloud asked, astonished.

Lockheart nodded. She was about to return to her regular duties, but then she noticed the young mare, still silent, hiding behind her. She turned around. "Oh, come on. You still haven't said hi to Cloud! Go on!"

The young pony peeked out from behind Lockheart and shouted out a quick, childlike "Hi, Cloud!", then ran across the room to sit with Biggs and Wedge. Lockheart smirked for a moment as Berett walked in through the caf's entrance and shut and locked the door behind him.

The young pony spotted Berett and greeted him enthusiastically. "Daddy!"

Berett spotted the young child galloping to meet him. He crouched down as the young one climbed onto his back. "Daddy said he'd be back, didn't he? Daddy missed his little Pearline!"

Berett carefully stood back up, with his daughter on his back. He scanned his eyes across the room to ensure that everyone was present, then began shouting out orders. "Okay! All's clear outside. We'll be startin' the meeting soon!" Berett produced a pair of metal dog-tags, souvenirs from a long time ago perhaps, and walked over to the refrigerator. He opened up the refrigerator door, flipped open one of the interior drawers, and flipped through the tags until he located what he was searching for: the key. He inserted it into a hidden slot, turned it a quarter circle, then removed it and shut the fridge. The machine hummed as hidden motors groaned to life, and then the refrigerator sank into a hidden compartment in the floor. As the top of the fridge sank below floor level, a metal cover-panel flipped away and fell from the wall to cover the gap in the floor. Now, where previously stood the fridge, there was a hidden passage in the wall, and a staircase winding downwards to the inner sanctum of their lair. Berett flipped a switch in the passage and a pair of lights flickered on to illuminate its wooden steps and walls decorated with various old news clippings and child's drawings. Then Berett looked back to the others and shouted out an order. "Awright, get down here!"

Jess was the first to follow, standing up and trotting over to and down into the passage. Biggs and Wedge then followed one after the other, while Lockheart set about cleaning the place up, picking up used glasses and plates to return them to the sink for cleaning. Cloud went to follow the others, but Lockheart called after him the moment he set foot inside the secret passage. "Cloud, sit down."

Cloud looked back at Lockheart, then walked over to the counter. "What is it?"

"...Would you like a drink?" Lockheart asked.

"Sure, I'll take one," Cloud answered. Lockheart nodded, then proceeded to set him up something to drink. As she gathered a glass and poured something cold into it, Cloud unshouldered his pack and set it down on the counter. Cloud opened it up to withdraw some cash. Lockheart was a friend, sure, but this was still a diner, and Cloud felt obligated to compensate her for the wares.

Cloud was about to ask Lockheart how much the drink cost when she noticed something that would more than pay for it: the flower. "Hey -- is that...?"

"Oh, this?" Cloud asked in surprise as Lockheart withdrew the red blossom from his pack.

"Yeah...," Lockheart said, mesmerized by it. She took a deep breath from its aroma and felt its soft petals. "A flower...? A _real_ flower... Where in the Land did you find it!?"

"There was this cute pony in the upper levels," Cloud said. "She was selling flowers, and I thought I'd buy one."

"Really?" Lockheart asked, jesting. "How much did she ask for it?"

Cloud looked up at the ceiling, trying to recall that moment. The answer came to him in a moment. "...Two silver. She said two silver."

Lockheart's eyes widened in astonishment. "You've got to be kidding me! Not even artificals go for that low! Who was she?"

Cloud nodded. "I think she was unicorn."

Lockheart laughed. "You _are_ kidding me; there's no such things as unicorns, not anymore. So where did you really find it?"

Cloud shook his head. "No, that's the truth. A pony on the upper levels sold it to me. And I think she was a unicorn."

Lockheart looked back at him in doubt, glancing at the innocent, sincere light twinkling out of Cloud's eyes. Then she shrugged. "Whatever. But imagine... a real flower... I've got to get some water for this."

Cloud took out a glass and filled it with filtered water from the sink and the flower too, before setting it down next to the sink on the rear counter. "It's so beautiful. Cloud, what do you think? Should I fill the café with flowers?"

Cloud chuckled. "Are you kidding? I don't know who the seller was, and I don't expect we'd see here again. Even if we looked!"

"Oh come on, let a girl can dream for once, why don't you?" Lockheart objected.

Cloud shut up and tended to his drink, which was a welcome relief to his rather parched throat.

Lockheart turned to Cloud again. "So, Cloud... what happened during the mission? You didn't get in another fight with Berett, did you?"

"Nah," Cloud answered, smiling. "Time was against us. We couldn't afford any arguments."

Lockheart laughed. "That's good to hear . . . I guess...."

"Well, it wasn't _too_ easy. They spotted us while we were approaching, and figured out where we were heading. We set the bomb, then they found us. Then there was a military combat robot they sent to chase us down, they pinned down Biggs and Wedge on the first floor, so we had to fid our own way out. They called in an entire military unit to get rid of us. Then the whole complex blew just a little while after we cleared the area."

"Wow," Lockheart muttered. "I'm sure glad you're okay, after all that...."

"Oh, come on. It wasn't that tough of a job! It was only a little rushed."

Lockheart smiled and nodded. "But still -- that explosion's all over the news. It's taller than the Rin Sha HQ itself! They're saying that when it blew it caused the power grid to overload and go into emergency shutoff. The entire city went black!"

Whoa. Cloud had no idea the scope of their success would be so widespread.

"...Well, good to see you're back safely. Make sure Berett gives you your pay, all right?"

Cloud nodded. "Yeah. And then I'm out of here --"

"--Hey Cloud!" Interrupted Berett's voice from the stairway downwards. Cloud whirled around to see Berett standing there. "Come on down and join in, why don'cha!"

"Coming!" Cloud answered, to Berett's apparent relief as he turned around and headed back down. Cloud followed him into the passage and climbed down the stairs, watching his footing as he traversed the rather steep descent. The stairway twisted a half-circle to the right and then farther down, opening up into a basement room of approximately the same size and illumination as the ground level. Here on the right stood the fridge, resting on its elevating platform; Jess and her computer sat across from it while she worked away; a large-screen television prominently rested in one corner as it displayed a Rin Sha news broadcast. Spread across the floor to disguise the worn carpet lay various mats, extra mats piled up along the edges of the wall as makeshift beds. In the center of the room stood a tabl littered in scratch paper, crayons, and loose cards. Biggs and Wedge sat on adjacent sides of the table watching the news; Berett stood in one corner next to a practice dummy, and his daughter Pearline sat on a nearby bed, scribbling with crayon on various sheets of paper.

"'Bout time," said Berett as Cloud walked down into the warm, safe haven of the rebel group. "See that?" Berett pointed to the television set.

Cloud fixed his attention on the television as the visage of an expensively-suited pony spewed forth propaganda from it, the self-proclaimed #1 source of Midnight City news and information. "Wow," Cloud awed at the image of the Refractor explosion and ensuing city-wide blackout.

"They're saying that we caused over 1,000 casualties with that thing! Damn liars! They wouldn't know the truth if it hit 'em like a bolt of lightning!"

"Yeah," Jess said. "It doesn't make sense. The blackout I can believe, but the explosion? My bomb wasn't anywhere near strong enough to take out the entire facility. Biggs, we didn't make any mistakes on it, did we?"

Biggs shook his head. "No, Jess, we didn't. There couldnt've been a more perfect bomb anywhere in the world."

"What about the Refractor energy?" Cloud asked. "Could that have...?"

"I don't know," Jess lamented. "In its raw, unfiltered form, Refractor energy _is_ volatile. I ... _guess_ that it might be able to have amplified the explosion, maybe three, four times. But something _that_ catastrophic? No. I don't believe so."

"Fer all we know," Berett added, "they could've blown up the Refractor themselves, just so they can pin the blame on us! It's not like they don't have the stones for it...!"

"Horrible...," Jess lamented. "The mere thought..."

"I know. So Cloud, I been meanin' to ask ya... did ya spot anyone from Stallion durin' the mission?"

"Are you kidding?" Cloud jested. "If they had called Stallion, we wouldn't have made it _in_, let alone set the bomb and get out!"

"Shut yer mouth!!" Berett exploded. "Don't go thinking you're so tough jus'cause you'ere once in _Stallion!_"

Cloud shook his head and muttered something under his breath. He had merely answered the question, and nothing more.

"What'd you jus' say?" Berett asked, trotting angrily over to Cloud.

"Nothing," Cloud answered.

"Nothing, eh?"

"I said nothing...."

"Yeah . . . you said NOTHING!" Berett threatened. "Sure you're good. Probably all them Stallions are good too. But dont'cha _ever_ forget -- now you'ses working for us! And you're just a newbie! So don't go acting like you're so damn hot!!"

"Listen --", Cloud tried explaining. "All I did was answer a question. I haven't even asked about my money yet --"

"Get outta my sight!!" Berett yelled back in rage.

"Well, _fine_ then! I'll leave! And I won't be coming back!" Cloud shouted back, before turning towards the stairs to leave.

"Wait, Cloud...," Jess called.

"Let him go, Jess!" Berett ordered. "If he wants to leave, we let him. Maybe he still misses the Rin Sha! What should we care?"

"Berett, will you SHUT UP!!" Cloud exclaimed back at Berett, and for once he seemed to almost intimidate the rebel leader. "Listen. I've got nothing to do with the Rin Sha or their Stallions anymore, I don't care for them. But don't get me wrong: I don't care for this group 'Snowslide', or even the fate of this Land! You wanted me for a job, and I did it! That is all. Now good-_bye!_"

Cloud stormed back up the hidden passage about as fast as he could while the other rebels stared in confusion, and as Berett began taking out his rage on the practice dummy, with his daughter cheering him on.

Cloud glanced around the ground floor as soon as he returned. Lockheart was nowhere to be seen; she was probably busy in the supply room. Good. Cloud walked to the caf's front door and lifted the deadbolt from its resting place. Cloud slid the bolt aside, then turned the door's latch to open it. He swung the door wide, but only got one foot outside the door when --

"So, you're really leaving?" Interrupted a slightly sad voice from behind Cloud. Aghast at being discovered at this time, Cloud whirled around and shut the door, only to meet the gaze of two dark sapphire eyes.

Lockheart.

Cloud felt ashamed. No doubt she had heard him and Berett arguing moments earlier. Cloud hung his head and sighed, finding no words to describe what he wanted to say.

Lockheart looked at Cloud. "This is it. You're really leaving?"

"This isn't worth my time anymore," Cloud said. "Or the pay."

"Stay." Lockheart insisted. "We need you. Snowslide -- no, the Land needs you. You know as much as we do, it's dying; someone's got to fight for it, or --"

"-- Then let Berett and your other friends fight for it," Cloud said, shrugging. "I don't care. I never did."

"No...," Lockheart pleaded.

Cloud turned around, opened the door again, and walked outside into the dimly-lit Slumps neighborhood.

"That's the way it's going to be, then...?" Lockheart asked. Something about the nature of this question caused Cloud to stop, just past the stairs to the café, and Cloud turned around, willing to let Lockheart offer some final, parting words.

"You're just going to walk off, and abandon an old friend?"

Ouch. A claim like that, and Cloud's feet felt firmly glued to the ground. He stumbled for words. "Lockheart...."

"And you're just going to forget about that promise we made?"

The words bound themselves around Cloud like heavy shackles and iron chains, with Lockheart holding them firmly in her grip. It was impossible to walk away now. Cloud tried to think of a response, any response, to free him from this predicament.

Lockheart looked up at the fake sky that was Midnight City's plate, with maintenance lights shining down almost like stars. "Don't you remember? Was it five, seven years ago? When you first said you'd be leaving for the City?"

Cloud found himself able to shrug, and words came to mind. "Yeah... but all the guys were leaving Nobleheim for the city back then. So?"

"So? It wasn't like that, was it?" Lockheart said. "You said you were going to join the Rin Sha Stallions. You said you'd be the best ever!"

Cloud felt truth in the words of a time long ago. "Yeah," Cloud agreed. "The best. Like the great Sephiroth...."

"Yes, the great Sephiroth," Lockheart smiled, nodding. "And we made that promise. We agreed -- _you_ agreed, that once you were famous, and if I was ever in trouble ... that you'd come and rescue me. Don't you remember?"

Cloud shook his head. "...yeah... But that was a long time ago. I can't--"

"But you made into Stallion, right?"

"Lockheart," Cloud answered, taking a few steps back towards the café, and the imaginary restrains around him seemed to slacken. "I'm not in Stallion anymore. I was never in the papers to begin with. Hell, I'm not famous. How can I keep the promise? I can't...."

Lockheart shook her head. "You know that's not true...."

Suddenly Berett appeared in the doorway behind Lockheart. "Cloud, you still leavin'?"

"What do you care?" Cloud insinuated.

"Well...," Berett muttered, as he produced a small pouch. "Fer one thing, I ain't gonna let you leave without yer pay!" Berett tossed the pouch to Cloud. Cloud caught it, and judging by its weight, there was a fair amount of cash inside.

"Promise is a promise; one hundred gold. Plus fifty more for being such a showoff back on the train," Berett explained, with a slight smile on his face.

"Is that it?" Cloud asked, sarcasm creeping into his voice. Lockheart noticed it, and her eyes seemed to light up instantly. "This is chicken feed...."

"You got the next job lined up?" Cloud then asked. "I'll take it for 300 gold."

"Three hundred!?" Berett exclaimed in surprise. Lockheart quickly took Berett aside and pleaded with him, sparring muffled comments about needing help versus those about needed schooling. Finally, Berett gave in and shouted a counteroffer. "Two hundred gold! And not a copper more!"

Cloud hesitated to accept it. But Lockheart agreed for him. "Okay! Now come back on in, will you?"

Sheepishly, Cloud followed Lockheart and Berett back inside to discuss the plans for the rebels' next strike.

= = = = =

The next morning, Cloud awoke to the hum of a test pattern on the basement television, and muffled conversations from above. It seemed he was alone in the basement, and the last one to awaken. Berett had spent much of the night debating and planning out their next mission with Jess, such as what would be their target for the day, while Biggs had prepared their next explosive for the job; but after just waking up, Cloud couldn't bring much of the specifics of either to mind.

Cloud gathered first his thoughts, then his pack and weapon, and then began to proceed up the stairs leading to the ground floor. Cloud found his friends waiting for him, talking, asking, and answering any final questions about the mechanics of their upcoming mission.

"Morning, Cloud," Lockheart greeted as Cloud returned to the ground floor.

"What time is it?" Cloud inquired of his old friend.

"Almost noon," Lockheart answered. "Did you sleep well?"

"Of course," Cloud said. "With you around, how could I not?"

Lockheart seemed to blush in silent response.

"Okay, lissen up!" Berett ordered. "Y'all know what the plan is, right?"

Jess, Wedge, and Biggs nodded. "Sure do -- scout out the Refractor from the top and relay the info to you guys with these." Biggs pointed to a pair of headsets lying on the table. Jess took one and placed it on Biggs, and he in turn affixed the other one to Jess.

Berett looked to Cloud. Cloud's blank expression seemed to portray that he hadn't committed the objectives to memory, so Berett took a moment to explain. "Okay, flyer, today we're fixin' for the Refractor in the Fourth District. The Rin Sha've elevated their uptown security to try 'n keep us from getting up there. But honestly though, they ain't expectin' nothing bad to happen today, especially in broad daylight; that's why we're goin' for it. Once we get past the trains we shouldn't have much more trouble than we did last time. Then we get in, set the bomb like last time and then get the hell outta there before it blows."

"Yeah," Jess said. "The new bomb may not be any stronger than the last one, but we still can't afford the risk of a catastrophe like last time."

"Why the Fourth District?" Cloud asked. "Won't there be a lot of ponies in the Refractor complex? How can we sneak in if it's occupied?"

"Well, two reasons. One, it's across town from the last place. And two, Jess did some hackin'. Official Rin Sha reports say that somethin' in the Refractor went when the power grid collapsed last night, so they have to shut it down for maintenance. And there's also the upper city parks in Fourth and Fifth Districts. A perfect place to rendezvous after the mission."

"Okay, I guess that sounds simple enough, should we get going?"

"Biggs, Wedge, Jess," Berett ordered. "You guys get ready at the station for us. We'll follow up in a minute."

The three comrades nodded, and proceeded to leave the café for the station. Lockheart hit a concealed button near the end of the rear counter, and in response an electrical hum filled the room as the metal floor panel near the secret stairway flipped up and flushed with the wall as the refrigerator arose through the floor from the basement, to conceal the hidden passage. The fridge settled into position within a minute, and there was hardly any telling that the entrance to the rebel's lair was there in the first place.

Berett turned to his daughter. "Okay, little darlin', Lockheart's going to have a friend over to run this place while we're away. You stay in your room and be safe, got it? We'll be back before ya know it!"

"Okay!" Pearline nodded before running behind the counter to the supply room. Lockheart then led the way outside. Cloud followed, only to be stopped in the doorway by Berett.

"Hey Cloud, I got something else I wanna ask you," Berett began as he produced a shiny green gem and held it in view. "What is this thing?"

"Where did you find that?" Cloud asked, immediately recognizing what Berett held before him.

"Biggs found it last night in the Refractor complex an' figured it might be valuable. So what is it?"

"You're right it's valuable," Cloud answered. "That's a magic gem, one of the products of a Refractor. Gems like those contain the powers of the elements, and with them you can summon the elements to your aid."

"You mean 'magic'?" Berett asked, his eyes opened wide in awe.

Cloud sighed. "Yes . . . in other words, 'magic'."

"How do ya use them then? They seem too small for that kinda stuff...."

"Look here," Cloud said, as he drew his sword and set it down on the table. Cloud pointed to the two green gems inset into compartments on the blade. "These are mine. One of them holds the power of fire, and the other holds powers of electricity." Cloud removed one of the gems from the weapon to show Berett what a gem compartment looked like. "Most weapons these days, and even armor, these days are built with a few gem compartments like these ones, so that you won't have to rummage through your pack to find one when you need it." Cloud replaced the missing gem in his blade. "Once you have a gem or two affixed, then you can use it."

"What do ya mean, 'use' them? _How?_"

Cloud looked at Berett in disbelief.

"I'm clueless...." Berett admitted.

Cloud sighed. "It takes training... lots of training. The official estimate was six weeks, but Cloud felt that little trivia unnecessary. "We can work on that later. For now just hold on to it, and let's get a move on."

Cloud and Berett left through the doorway of the café, and arrived in the neighborhood of the Seventh District Slumps in time to see Lockheart talking to a deep blue earth pony.

"...Okay, Donny, we're off now."

"R-Right," the pony stuttered in response. "Have -- have a good trip, Lockheart. S-s-see you w-when you get back."

"Don't you worry, we'll be fine." Lockheart handed him a key to the door. "Take care of the place and keep the customers happy. Good luck."

Berett nodded to Lockheart as her friend, Donny, walked inside and flipped the caf's window sign around to read 'OPEN'. "Okay, let's get moving!"

The trio of rebels began galloping off towards the station. Soon they would be aboard, ready to strike again at their enemy, the Rin Sha. If all went according to plan, they would prove to the Rin Sha their ability to strike anywhere, at any time, and confirm that their previous mission was no isolated incident. Last night they started a war, and they intended to continue it.

* * *

**Author's Notes:**

In working on this chapter, I had felt that Cloud's threatening to leave the rebels was not presented seriously enough in the game, so when I made the second rewrite of this chapter I decided that Cloud wouldn't merely get _to_ the front door before his old friend Lockheart stops him. Cloud gets all four hooves out the door this time and if Lockheart was even three seconds later to catch up, Cloud would have already been gone.

Another significant change I made for this chapter was to eliminate the flashback sequence of the well. Personally, I tend to dislike the use of flashback sequences in a novel to fill the reader in on past events. In a more visual medium like a film (or game) they're okay, but I've always felt them less so in a novel. Maybe it's because memories are rarely ever recalled in the _exact_ way they originally happened, like a flashback sequence implies. It isn't important to know such visual trivia as what the scenery of five, seven years ago was, what clouds or stars were in the sky, and so on. The one important thing to know about the memory was the promise that Cloud and Lockheart made that day. Anything else about that memory is unnecessary.

Also changed was the mechanism for the secret passage. To me, the "pinball-machine-secret-button" was far too obvious for a hidden mechanism, so this time, the mechanism for revealing it is well hidden, thus more secure. Also, since an elevator or ladder is out of the question, I added a hidden staircase leading to the basement.

By now you've noticed that while some character names (like Cloud and Sephiroth) remain the same, others have been changed slightly -- or not so slightly. Yes, Berett's name is spelled that way on purpose. And as names go, I've never liked 'Tifa', so she is called something a bit more MLP-like: Lockheart, which as most of you know is Tifa's last name.

The stuttering character, Donny, is based on the lesser-known character Johnny from FF7, who was in fact an old friend of Tifa's. He appeared first in Wall Market and then later in Costa Del Sol.

I must also admit, I liked giving reference to old MLP cartoons in the form of the "bright lights" in the café.

For the next chapter, Snowslide plans to strike the Refractor in the Fourth District of the City -- but an incident on the train causes a change of plans. Which target will they select, how will they get there, and will they succeed? At least they are not betting against a Sicilian when death is on the line....

* * *

_Disclaimer:  
Final Fantasy 7, its original characters, and its original plot are, of course, productions of Squaresoft Inc. (now Square Enix, LLC). And My Little Pony is a trademark of Hasbro, Inc. _


	5. Broken Wings

Chapter Five: Broken Wings  
_Revision 1.1, 6-22-2004_

Morning train announcements broke across the intercom as the rebels boarded the train. First entered the hacker, Jess, with their 'package' strapped loosely to her back; then Biggs, wearing one of the radio headsets they would use later on in their mission; next came the rounded Wedge, a blanket of cloth concealing his laser rifle and extra power cells. Afterwards Cloud entered, followed by Lockheart, and together they chose their seats. Berett was the last of them to arrive on board, and he looked around. The passenger car was about half full, with at least five other ponies besides them on board, sitting and talking. A wave of silence fell across most of them when Berett entered.

Berett looked at the five of his comrades, sitting on the right side of the car in adjacent seats. "HEY!!" Berett exclaimed loudly, over the drone of the train's intercom. "What d'ya think this is, a private car!? I thought I told y'all to split up!!"

The car erupted with the sounds of hooves over metal as many of the ponies, alarmed at Berett's presence, scrambled from their seats and ran towards the front door of the car towards the next. Biggs, Jess, and Wedge themselves disappeared with them to the next car, and within seconds, only Lockheart, Cloud, Berett, and one other pony were left on board this car.

"Well, well...," Berett chuckled to himself, musing over just how empty the passenger car had suddenly become, never growing tired of whenever higher-class passengers shunned him for a different location. Berett walked down through the length of the car, but stopped next to the other remaining passenger.

The passenger ignored Berett as he walked over. Berett took a long, hard look at the pony. He was an earth pony, covered in a spotless brown suit. An _expensive_, spotless suit. "Yo...!" Berett exclaimed. "This place sure cleaned out quick. Why aren't ya with all yer rich friends?"

The pony in a suit stared out the window in a fruitless attempt to ignore Berett. Only a few barely-audible mutterings about bad luck and hoodlums escaped his lips.

Berett mused over it. "Move over. That's _my_ seat yer sittin' in!"

"Berett...," Lockheart tried warning with her voice, glancing to the front of the car where a Rin Sha security guard visibly stood watching them, whom only Berett could fail to notice.

"I _said_...," Berett said again to the pony. "That's my seat you've got. Why don't ya jus' pick someplace else to be? Like in the other car?"

The suited pony only gave silent mutterings to himself and tried to stare out the window.

"You were sayin' something...?" Berett threatened. "No one else listenin' so you gotta be talkin' ta me... spit it out, why dont'cha!"

"I wasn't talking to you...!" The pony, finally, shouted back.

Berett sneered silently, and continued to stare, just like the security guard at the front of the car continuing to stare at them both. "Y'know...," Berett began, in a calmer, softer tone. "Yer wearin' a mighty fine suit there. Too fine for a place like this . . . who you work for, the Rin Sha or somethin'?"

The pony shrugged, refusing to answer.

"Berett...!" Lockheart stressed, motioning to the guard at the front of their car, hoping that the rebel leader would take notice.

"You do, don't ya!" Berett shouted to the pony, ignoring Lockheart's warnings. "They're suckin' the Land dry, and you've got the stones to be helpin'em!? Get outta my sight, you corporate bastard, or I'll --" 

"BERETT!" Without warning, Lockheart sprang from her seat and, before Berett could react, grabbed him by the tail and yanked him backwards. Berett fell back, flat onto his stomach, away from the pony he was threatening.

"Dammit, Lockheart, how many times I gotta tell you, don't go bustin' up my...." About then Berett noticed the security guard at the front end of the car, watching them.

"That's enough, all of you!" The security guard shouted from the front end of the car. "We can't afford to have any scenes like this, especially with a code yellow alert. Take one more step towards that citizen and I'll have you arrested for disturbing the peace!"

"Sorry," Lockheart apologized for Berett. "He just... hasn't had his coffee yet," she lied. "It won't happen again."

"No, it won't. We're already behind schedule today because of this. I have half a mind already to throw you out and let you catch the _next_ train. Understood?"

"S-sorry," Berett fumbled as he carefully brought himself back onto his feet. Miffed at having been caught, he took the nearest available seat and threw his weight down on it.

The guard paused, watching them cautiously. After about half a minute of silence, the guard sighed, and returned to his station between cars. "Situation's clear now. We can go," they heard him announce over his radio com.

A whistle sounded from the locomotives as the train whirred once again to life. Slowly, the train began to move, and the overhead handlestraps swayed back and forth as the cars accelerated away from the station. They were on their way now.

The train's intercom rang out across the car, announcing the current time, and that it would be about five minutes before the next stop. As usual, the announcement ended with a thanks for riding the City's railroad system. Lockheart stood up from her seat and began walking down the car towards its front.

"Whoa, there," the guard at the front of the car said as Lockheart approached, standing in and blocking the doorway leading to the next car.

"That's okay, I'm just checking the map," Lockheart asserted.

The guard sighed in relief. "Go ahead. Just understand that with what your friend pulled, you'll have to stay in this car until we reach topside."

"Are we under arrest?"

"No, just observation," the guard answered. "We have to make sure you don't disturb anyone else."

Lockheart nodded, then looked back and cast a glance at Cloud. "Hey Cloud, come over here...." Cloud stood up and casually walked over. "Check this out...," Lockheart invited, pointing to the map terminal at this end of the car.

"The map?" Cloud asked as he took a seat at the end, right next to where Lockheart was standing. "I saw it last time...."

Lockheart nodded, slightly deflated. Then she walked over and took a seat just behind Cloud. "That's okay. Say, Cloud...."

"Yes?"

Lockheart paused. "Are you still going to leave once this job's done?"

Cloud nodded. "Yeah. Soon as I get paid for it, I'm outta here."

"Where will you go?"

Cloud shook his head. "I don't know. Someplace... away from the City. I'll figure it out once I get there...."

The guard looked at Cloud strangely. "Excuse me, sir...?"

"Huh?" Cloud glanced back at the guard in uniform. An uncomfortable silence followed as the two traded stares.

"...my apologies," the guard said finally. "You looked familiar, that's all." The guard returned to his post between cars and shut a windowed door behind him.

Cloud shook his head. The guard had acted strangely formal....

Cloud then cast a glance over to Berett, apparently sulking about his having been caught causing trouble. "So Berett, what's our schedule again?"

Berett returned a glance to Cloud. "Serious as always, eh soldier-boy? Ya know most of it already. We'll call Biggs & Wedge once we get to Fourth District. Then we go in, do our business, and go home. Simple as that!"

Cloud frowned. It was too simple.

They felt the train slow a little, as the car's normal lights shut off and as a stream of red lights began to swarm past them outside; they were now in the security checkpoint.

"Here we go...," Berett muttered to himself as the red lights outside strobed by, accompanied by a soft, high-pitched whine of the checkpoint's overhead scanners.

"What're you so worried about, flyer?" Berett asked as he looked to an unusually worried Cloud.

"We have to get off this train...," Cloud muttered.

Soon, the train left the checkpoint and the normal lights switched back on. Did they make it?

No.

An alarm sounded over the train's intercom, accompanied by a dire announcement. "This is a Type One Alert! Suspicious passengers have been confirmed aboard this train; we will initiate a security lockdown starting with the rear car. Authorized passengers will present your identity cards for verification!"

Berett shot to his feet. "Wh... they found us!?"

"Now!" Cloud shouted. "We must get off this train!"

"Okay! Move out!!"

"Nobody move!" The guard shouted in a loud, authoritative tone as he opened the door between cars and entered. He must have been the one to set off the alarm. "I will need to see your ID cards for verification. Remain calm!"

Suddenly something hit the guard from behind and he stumbled forwards into the car. Without waiting to see who or what it was, Cloud pounced upon the guard, tore his rifle away from him, then delivered a sharp kick to knock the guard out.

"Guys!" Shouted a familiar voice from ahead. Jess stood there, quickly unstrapping and unshouldering her package from her backside. "We've got trouble!"

"'Course there's trouble!" Berett shouted back in a reprimanding tone. "Change of plans -- we gotta split!"

Lockheart rushed to the side door of the car and shoved it open. "We can get out here!"

The train lurched as it began to slow for a stop, and the intercom rang out another warning about suspicious passengers in the rear car and a search of the traincars.

"Alright, we're gonna jump here!" Berett shouted. "Jess...!"

"I know, I know," Jess said as she finished strapping the package to Cloud, not unlike their previous mission. She also removed her microphone headset and tossed it to Berett. "Right! Now go!"

Lockheart cast a glance at Berett and Cloud. "Here I go!" She turned towards the open side door and jumped out of the train towards the swiftly-moving tracks outside.

Berett shoved Cloud towards the door. "Jess, you guys take care of yourselves, hear?"

"We'll call when it's clear!" Jess saluted quickly. "Go!"

"We're off!" Berett shouted as he turned to Cloud. "There ain't no turnin' back now, flyer, so ya better be ready!"

"Shouldn't you go first??" Cloud objected. "You're the leader!"

"No time for that, we got a mission to do!" Berett shouted, ramming into Cloud and knocking him clear out of the train towards the tracks outside. Then he jumped too.

= = = = =

The pegasus Cloud was found laying on his side next to the tracks, blood glistening through his feathers and sides.

_Are you okay?_

Cloud cringed as he tried to get his feet back under him. His back was burning in pain. "I...."

"You shoulda jumped!" It was Berett's voice.

"Damn you... Berett...," Cloud muttered, shaking his head and opening his eyes to look around. The rail tracks were empty now, the train nowhere to be seen; yet echoes from the dusty air ahead alerted them to security personnel out and about some distance uphill, searching for them.

"Cloud!" Called a different voice. Lockheart stood nearby, bruised from her landing but otherwise unharmed. Cloud struggled to get up, but failed this time. Lockheart walked over to give some assistance. "Can you walk?"

"I... I don't think so...," Cloud muttered as he painfully balanced his feet on the ground.

"Ya had better," Berett ordered. "They're searchin' for us ya know...."

"Berett, what did you think you were doing?!" Lockheart reprimanded. "You could've _killed_ him!"

"Tough guy like him?" Berett snapped defensively. "You've gotta be kiddin' me, Lockheart...."

"Berett, I'm serious!" Lockheart struck back. "Oh sure, look at us pegasi, we've got wings, we can glide through the air on 'em... but we can't take the same kind of punishment that you earth ponies can, our bones are too light for that. If we don't land properly, we could easily break something . . . or worse, it could kill us!"

"Phsaw...," Berett stammered.

"Enough...," Cloud said, weakly. "I think I... let's just get moving... shall we?"

"Good to hear!" Berett exclaimed. "We're gettin' a move on!"

Berett looked around. The rusted tracks stretched uphill to the right, and through the thick air they could see beams of flashlight and hear voices. To the left led downhill, a less appealing prospect were it not the only way they could escape the patrols uphill. "That way!"

Berett led the way downhill, while Lockheart helped Cloud to follow after them. About fifty paces downhill, a flight of open-grate metal stairs seemed to materialize out of the thick air. Berett led the way climbing up the rusted, creaky steps as Lockheart almost carried Cloud along behind them. Not only would the stairs save them a long lap around the City's central pillar, but it would greatly increase their chances of getting away unseen.

Berett waited at the top of these stairs as Lockheart and Cloud carefully trudged upwards, one hoof at a time. Another stairway of similar quality led farther upwards.

Cloud fell to the ground as soon as he finished with the stairs. "Ugh...."

"Can't ya keep up?" Berett asked impatiently.

Cloud shuddered. "Berett.... my wings, I think -- OW!"

Cloud winced as Lockheart gently lifted one of his wings, then set it back down. "No good, they're broken...," Lockheart declared, gazing angrily at Berett. Berett shrugged and looked away. "And still bleeding. We have to do something about it, now."

Berett stomped. "Not until we at least get to the next level, we don't! They're bound to come up the stairs after us...."

"Where . . . are we, anyway?" Cloud asked.

"Dunno. Judging by the view, I'd say we're over Third District somewheres...."

"We have to something about Cloud, now," Lockheart insisted.

"Lockheart...," Gloud muttered. "In my pack, there's a..."

"Right!" Lockheart said as Cloud gagged, almost throwing up. Immediately she took Cloud's pack and began nosing through it. "Looks like your wings aren't the only things broken...."

In a short moment Lockheart found and withdrew a small vial containing about one gulp of clear blue liquid. "Ah! This...."

"Yeah...," Cloud said, weakly. Lockheart popped open the top of the vial and gave it to Cloud. Cloud took it and quaffed its one dose. The taste of it was horrible, and Cloud gagged again, trying to not simply spew the ungodly medicine back out. Its glass vial dropped to the tracks and rolled downhill a short distance, and Cloud swallowed hard to force it down.

Berett cringed. "Nasty stuff... aren't they?"

Cloud coughed again as he carefully stood up to his feet. "Supposed to taste bad... keeps the kids from drinking 'em... when they don't need to...."

"Do those potions even _work_?" Berett asked in doubt.

Cloud nodded. "In time... yes... so let's keep moving."

Lockheart smiled, and Berett nodded. "Okay, we keep climbing, put some distance between us 'n the patrols. Jess should be contactin' us once they're safe, so we gotta get into position."

Berett led the way uphill while Lockheart helped Cloud move uphill. About twenty paces up the slope they encountered another old, rusty set of maintenance stairs and they climbed. Cloud, his strength now starting to return, faired much better climbing this stairway than the last.

Onwards and upwards they climbed, from one tier of railroad tracks to the next. Through the course of ten minutes they ascended, becoming higher and farther away from the seucirty dispatched from the train. About twice they spotted a train running along its rails, once uphill and then downhill the next. Even though they were now level with the underside of the City's great plate and its maintenance entryways, they heard no sounds from the Upper City except for the occasional train.

Then, amidst the silence a voice crackled in from nearby. "Come in! Berett, pick up!"

Berett perked up and looked around, momentarily forgetting that Jess had given him her radio headset. As two and two clicked, Berett shrugged sheepishly, and then tapped against the headset. "Jess, you guys okay?"

"We're safe, for now," came Jess's reply. "How about you?"

Berett looked back at Lockheart, and at Cloud who had by now regained most of his walking and fighting strength. "Thanks for the concern but we don't need it," Berett answered. "What's your situation?"

"We're in the Park, safe for the moment. There are Rin Sha patrols at all major intersections. They know we're nearby, but they don't know just where."

Berett nodded. "What d'ya think tipped them off?"

"You guys did," Jess responded over the headset. "I overheard security filing a report for a suspicious blue pegasus on board...."

Berett glared at Cloud, but instead of pinning blame, he simply shook his head and sighed.

Cloud shrugged.

"So how're the patrols up there? An' what about the Refractors?"

"They've fortified troops around the entrances to each one. With the train pulled over where it was, they're betting that we'll be striking somewhere in or near Third District."

"Looks like we gotta improvise...," Berett huffed.

"Right. Where are you guys?"

"Well, we're on the tracks just short of the Plate. Don't know which rails though." Berett looked at Cloud and Lockheart. "Hey, you flyers figure out where we are, will ya?"

Lockheart ran across the tracks to the outer scaffolding that divided their area from the empty, dusty air covering the Slumps far below. She looked left and right out in the distance for a minute, searching for some kind of sighting, a landmark to identify their position by.

Cloud, meanwhile, simply looked up and around for any types of signs or labels to identify their location.

"Well?" Berett asked.

Cloiud spotted something next to the stairs they had ascended from. "Sublevel 2, Rail B -- West Access Stairs. What does that mean?"

"Did ya copy that, Jess?" Berett asked across his headset.

"It's no good," Lockheart shook her head as she turned around and walked back from the edge. "The smog's too thick. I can't tell where we are from here."

Jess's voice broke over the headset. "I've got it! According to what Cloud said... on that rail at that level . . . you're right below us! Fifth District!"

"Alrighty!" Berett exclaimed. "You guys go and scout out the Refractor for us. Jess, see if you can hack us an entrance... we're goin' in!"

= = = = =

Some time later, within the depths of the Fifth District Refractor, burst open an old, worn metal grate covering an intake shaft. The first to pile out was Cloud; second, came Berett; and Lockheart tailed behind their group, with their handmade explosive device secure in its carrying pouch, strapped on her back. The odor of unpleasant gases filled this conduit- and control- laden room as the trio stepped on to metal catwalks through which they could see the glowing liquid fuel of the Refractor's core.

Berett paged Jess across their headsets. "Good plannin', Jess, we're in. How's your end?"

Oddly, there was no answer.

"Jess, ya copy?" Berett demanded.

"Jess said this would happen, didn't she?" Cloud answered. "A Refractor's core is heavily shielded because of the energies. The radio signal can't penetrate it...."

"...Dammit all," Berett snorted. "How're we supposed to find an exit now?"

Cloud looked around and spotted a familiar-looking staircase leading to a level lower down. "Berett, follow me."

"What, you wanna lead?"

"It looks like this Refractor's built the same way as the last one. Remember?" Cloud said, pointing down to the lower-level catwalk, and up to a mass of conduits.

Berett looked around. "Yeah... it looks like it does. Okay, let's move on down then!"

The three rebels descended the metal staircase towards the lower level of the Refractor, in so doing drawing nearer to the glowing depths beneath it. At the bottom of the stairs, Cloud led left towards a pumping station in an adjacent antechamber. Cloud stood in front of the machine while Berett took up a position to the side, and Lockheart guarded the rear.

"I don't like this place...," Lockheart complained as she unshouldered the explosive from her back and handed it to Cloud.

"I know," Cloud nodded, taking the package. He set it down underneath the station's control panel, next to one of its main energy conduits, unzipped and opened the pack to reveal the explosive and timer contained within. Taking its straps, he secured it to a few smaller pipes underneath the control panel, and pulled them taut. Then he found and inserted the bomb's key. A timer reading '15:50' appeared, shimmering.

Cloud blinked several times and looked at the display again. No, it read '15:00'. Cloud glanced to Berett. "Looks like Jess us gave some extra time for this one."

Berett nodded momentarily before resuming his glancing about the room for any foes. "We'll probably need it. Who knows what we'll run into on the way out? Let's just set it, and get the hell out of here."

Cloud nodded, his mind hazing slightly from the fumes in this level of the Refractor. "Okay. Fifteen minutes... on my mark...."

Cloud reached for the key on the bomb to turn it. But as soon as he lay his grip on the bomb's key, a headache sprouted in his mind, filling his ears in a high-pitched whine. Cloud's vision flooded, and then went out, and he lost consciousness.

"Cloud--!" Lockheart shouted.

Cloud. _Cloud...._

Sephiroth. The Rin Sha. Refractors. Out of the fumes and through Cloud's mind they drifted, combining with his memories to conjur up a gruesome scene where a young quadroped lay in the middle, crying and bemoaning they who had gone before....

And then Cloud felt something hit him on the side of the head. "--Wha?" Cloud came to with a start, scrambling back onto his feet. He looked around. To his left stood an annoyed Berett, and to his right a concerned Lockheart. "Lockheart...?"

"What the hell was that?" Berett demanded.

"Are you okay?" Lockheart asked.

Cloud shook his head. "No. ...the smell. We can't stay here, it's making me sick...."

"Then finish up with the bomb, and then we can get outta here!"

Cloud nodded, trying to ignore the still-nauseating smell surrounding him. Grabbing the key on the bomb, he turned it a quarter-circle and then wrenched it free. The display of the bomb changed to read '15:10' and it counted down each second with a beep.

"Okay, fifteen minutes...," Cloud said, as the bomb ticked away the ten seconds. When its display ticked past '15:00', it emitted a longer, louder beep and proceeded to count down from there. "...Go."

"Anything?" Lockheart asked to Berett as he finished looking up, down, left, and right for perhaps the seventh time in a row.

"No, fortunately. Now let's get outta here!"

Berett motioned for Cloud to lead. Their path was a straightforward one; climb out of the core station on it stairways and conduits, then find the elevator for the ground floor. With any luck they might avoid alerting the Refractor's patrols or security to their presence.

Or, set it off and have to fight their way to ground level and out, like last time.

= = = = =

It took nearly ten minutes of slow plodding, peering around corners, and preparing to engage whatever threat might present itself, before the three rebels arrived at the ground-level floor of the Refractor complex. The silence grew louder with every intersection they passed. Not once had they encountered any worker or secrity personnel. Not once did they need to engage a foe in combat. By now the silence was unbearable, and yet the exit so close at hand.

"No! Not the front door!" Cloud hushed as they crawled their way to the front office, also deserted.

"What are ya thinkin'?" Berett answered.

"We haven't encountered any resistance at all on this mission. Isn't that a little... strange? We open that door, there'll be the entire Rin Sha military for us on the other side!"

"What else should we do? We got maybe five minutes, and then fer all we know this place'll go up in flames like the last one!"

"The emergency exit on floor two, like last time! We can escape there?"

"But what if they're expecting _that_?" Lockheart asked.

"...Huh?"

"We saw last night's news. They spotted you guys fleeing along the fire-escape route just before the complex blew. Won't they expect us to take the same route this time, and station their forces out there?"

"Ummm...," Berett paused. "Makes sense, I guess... we gotta try something different then!"

"No, we can't," Cloud insisted. "If they saw us escape from the upper level last time, they'll be anticipating us plotting a different escape route this time. They won't expect us to do the same thing again. We take the upper exit...."

"Or, they think we'll try the same thing twice, because it worked the first time. And we'd be better off leaving through this way!"

"The Rin Sha wouldn't think that far ahead...."

"Forget about it!" Berett shouted. "We could argue 'bout it all day, but fact is we got only five or so minutes before that bomb goes, and we can't risk bein' around with another big explosion like the last one! I say we're takin' this way out!"

Berett shoved open the front door to the Refractor complex, then stood aside as it swung open. Sounds of normal City business entered from outside to fill the silence. After a moment, Berett peeked through the door to see an empty catwalk, wide enough for perhaps three ponies to walk side by side, stretching across the chasm that separated the Refractor from its neighboring District.

The coast was clear. Berett trotted outside, and Lockheart quickly followed. Cloud took up the rear, glancing from side to side for possible enemies, yet seeing none. They crossed the catwalk to a four-way intersection, bridging to the right and left, and straight ahead as well.

It was a clear shot, Cloud tried to convince himself as they escaped. But he couldn't shake the suspicion that it had been far too easy.

He was right. Suddenly, two squads of about five Rin Sha soldiers apiece burst out from the left and right ends of the catwalk, laser rifles drawn. Four more sprang from hiding at the far end of the catwalk. As the thre rebels skidded to a stop to contemplate this situation, two more appeared from the rear, exiting through the front door of the Refractor.

"I knew it!" Cloud shouted out as they looked around, shining dots from the rifles' sights drawn across the three of them.

"Just like I told you, Mr. President," came a deep voice from behind. The three rebels turned around to see the two ponies behind them. One of them wore a black suit with one badge on it, perhaps a namebadge; and the other one wore a distinctive red suit.

The red-suited pony chuckled. "Yes, just like you predicted they would... three little rats walking right into our little trap. You have my congratulations for making it _in_ to the Refractor complex before being spotted. Of course, you didn't quite it out. Pardon my horrible memory, but what did you call yourselves?"

"Mighty-fine memory ya got there, _Mister_ President. The name's Snowslide!"

The President nodded. "Well, I can hardly be expected to keep up with the names of _all_ our enemies, especially when most of them don't live that long. But... now that I mention it, where are others? There were at least five of you...."

"What others?" Berett lied.

"And then there's you...." The president directed his attention towards Cloud. "The traitor. There's no mistake, you still bear the mark of Stallion. Why then did you choose to betray us and abet these criminals? You do know how treason earns the penalty of death!"

"None of that means nothin' now!" Berett shouted. "Ya got three minutes, an' then this whole place'll be going down in a huge BANG!"

The president laughed. "Honestly, all those fireworks... you rats are stupider than we thought...."

"Shut up, you!" Berett snapped back. "You Rin Sha are fattenin' yourselves up while you drain the Land dry... you're the real vermin 'round here! Hell, look up the word 'vermin' sometime; it's got YOUR ugly mug right beside it!"

The President yawned as a Rin Sha helicopter began to fly in. "I grow weary of all this prattle... you will excuse me, for I have a lunch to attend."

"Mister President!" Cloud shouted.

"What could you possibly want, traitor? First Sephiroth, now you?"

"...Sephiroth?"

"Oh yes. Such a brilliant soldier, he was. Too much so for his own good. Such a shame he never returned from that last mission...."

"Don't you be goin' anywhere yet!" Berett shouted back.

"Affairs of state beckon, not like you would understand...." The president dismissed as the helicopter descended to his level. A passenger inside opened one of its doors, then the President and the black-suited guard next to him both hopped on board. The President turned around to see the rebels one last time. "But don't you worry. I did make certain... _accommodations_ for your foolishness...."

The president signalled the soldiers at the far end of the catwalk. "Bring it in!" They shouted. Immediately the soldiers backed up, creating an opening through which the rebels could have escaped, were they not in the sights of several laser rifles at once.

A strange vehicle drove onto the catwalk, just barely small enough to fit on it. It was hard to idnetify exactly what the vehicle was, hovering on four individual pads.

"Meet the latest prototype to come out of our Weapons division -- 'Trojan', we call it. The time has come for its first field test...."

The President shut the door ot his helicopter, and the pilot lifted the aircraft up into the City's polluted air. Behind them, they watched as the vehicle drew closer.

The two squads of soldiers on the sides retreated from the area, shutting and locking the exit doors behind them. With the bomb down in the Refractor ticking away, there was only one escape route, and it was currently blocked by the large mechanical _thing_ in front of them.

Two red lights blinked on on the front side of the machine. Slowly, a piece on the front shifted and extended forwards, revealing itself as a simple head, with two red optical sensors to scan the perimeter. The armor on the vehicle's sides flipped open, revealing two shoulder-mounted grenade cannons, while the armor plates themselves folded up and back, into the shape of wings. The bulk of the machine lifted itself up off of its base hoverpads, revealing articulated, jointed, yet armored struts that served as legs, with its hoverpads acting as feet.

The robotic prototype looked at them, as if sizing them up for battle. Instinctively Cloud drew his sword for action as they stared back to the eight-foot tall, almost pegasus-shaped mecha hovering quietly in front of them.

It seemed to want them to make the first move. Berett braced himself and unsheathed the laser cannon in his right foreleg. Charging it up to medium power, he took aim at the obsidian-colored foe and unleashed a fair burst.

Berett's blast left little more than a dent on its night-black armor. The robot seemed to examine the spot on its front right hoverpad for damage. Then it hovered backwards for a few feet, laser designators illuminating the intersection where the three rebels stood upon.

"Scatter!" Cloud shouted alout. The three rebels fled across the three remaining branches from the intersection; Cloud left, Berett right, and Lockheart straight back. Their timing was perfect, for from the Trojan's two shoulder-mounted launchers it fired a pair of grenades at their location. The two projectiles flew through the air in a second and impacted the intersection between catwalks in a large explosion. Tiny bits of shrapnel flew in all directions, grazing across the rebels, as the prototype weapon suddenly charged into the center of the area.

The beast looked right and left, then focused on Lockheart. It folded back the front two panels on its front two hoverpads, revealing rows of deadly spikes, each about one foot in length. Both pegasi realized what it was planning to do. Cloud had an idea, and focused on one of the gems mounted in his sword. Moments later, in a burst of blue light and enregy Cloud unleashed a lightning bolt that seared straight through the air into the metal Trojan's armor. It dissipated into the leg, and the hovering mecha appeared to stumble; the bolt had succeeded in frying the hover systems on that leg. The beast reordered its remaining three pad st omaintain balance, and then charged Lockheart's position.

Lockheart was, of course, not without escape. With her own wings she launched herself about twelve feet into the air as the machine charged underneath her, crashing into the entrance of the Refractor complex. Lockheart landed squarely on its back. Her own fighting style would not prove effective against this thick armor, so she searched her inventory for a weapon of sufficient strength. She found it -- one small gem, a magic gem, of her own posession. Instantly Lockheart used it, focusing on it, and them summoning to life the powers contained within. The air around her grew cold, and she jumped away as ice appeared and glazed itself across the machine's armor.

Lockheart landed in the damaged intersection of the catwalks as the machine turned around to face its three opponents. Its strategy seemed a cautious one, and it approached slowly, as if expecting them to do something.

"Lockheart, catch!" Berett shouted, tossing the small gem Cloud had handed him earlier in the morning to Lockheart. Lockheart caught it and wasted no time securing it in an empty compartment on her leg brace. Identifying what it was, Lockheart rushed forwards and attacked, focusing the power of that gem into her attack. Lockheart somersaulted and impacted the beast hooves first, and a pillar of fire erupted from the point of impact.

A piece of the prototype's armor fell to the catwalks, jolted free from its housing by the force of her attack. Lockheart backed up as the Trojan quietly assessed its damage. So far the injuries were superficial, but without its front plate of armor, there was now an open hole through which its opponents could strike.

The robot looked again at the three rebels.

Playtime was over.

The robot charged up its hoverpads to maximum power, and in a downdraft of air it blasted free of the catwalks into the air. Ascending to a distance of twenty feet, it focused its target spotters on the catwalk.

"Let's get outta here!" Berett shouted as Lockheart began running back towards them. But analyzing the machine's position, now as it began to descend and accelerate, Cloud anticipated its next move.

"Lockheart, duck!" Cloud ordered. Without hesitating, Lockheart dived to the floor, as the Trojan dove in and flew to the opposite end of the catwalk. Any higher, and it would have taken Lockheart's head off from the impact. The aircraft ascended again, and turned around to make another attack.

There was no time for thanks as Lockheart regained her footing. The three rebels met at the center intersection of the catwalk as the machine began to drift closer.

"We can't hit it at this range!" Berett shouted.

"That's what it wants," Cloud muttered, still keeping an eye on their airborne foe. "We have to -- oh hell, look out!"

The rebels glanced upwards in time to see the machine firing its grenade cannons blindly, for a scatter effect. Alarmed, Berett ran towards safe ground on the front exit pathway. Lockheart followed, while Cloud remained behind. He had an idea.

Grenades exploded to the right, left, and behind Cloud as he prepared for his next attack. In moments Cloud summoned to life a second arc of electrical energy that cut through the air, jumping from one incoming grenade to the next as it carved a line ofexplosions from his position up towards the airborne attacker. The electricity failed to strike any sensitive control circuits on the Trojan, but it seemed to home in on an ammunitions cache or something, and triggered a large explosion from the direction of their attacker.

Shrapnel fell down and around the area as Berett and Lockheart cheered. Cloud, though, knew it wasn't over. No machine built by a skilled Weapons division would fall to such a simple oversight. And Cloud's concerns were answered when the jet-black monster descended tothe roof of an adjacent building, with a clear view of the intersecting catwalks that formed their arena.

Cloud examined the prototype Trojan, its lefthand wing damaged beyond repair, but the rest of the beast still dangerously functional. The machine unveiled a new weapon, a pair of machine guns. Cloud saw them and bolted left, back towards the entrance to the Refractor complex, as the Trojan sprayed a shower of molten lead across the catwalk, perforating through it like paper, ripping up the branches leading to the smaller, side exits from the complex. Only one viable path remained; straight out, in the direction of Cloud's two comrades.

Cloud was about to make a dash for it when a bright energy beam sliced through in front of him, searing into and weakening the catwalks nearby. Cloud looked up back at the Trojan to see its final weapon, a high-caliber energy cannon not unlike that of the Scorpion they had encountered previously. The Trojan quickly turned in Cloud's direction, its machine guns ready to fire, and Cloud scattered in a mad dash towards his comrades on safe ground.

At first, luck was with him, as the Trojan pursued him with a line of machine-gun fire that ate through and devoured the path behind him, bits and pieces of loose metal descending into the abyss of the Slumps far beneath. Cloud continued running, jumping over the bullet-riddled gap in the center intersection of the walkways. The Trojan ceased fire for a moment, but Cloud continued running.

It wasn't much farther to safe ground. But, having not paid attention to what the machine was planning, Cloud was taken by surprise when the walkway suddenly jolted from a huge impact and dipped dangerously. Cloud stumbled and fell onto the catwalk, getting to his feet just in time to see that the Trojan had forcefully jumped and pounded down onto the catwalk in an impact exceeding the damaged walkways' safety limits. Cloud could feel the walkway dipping further, its understruts creaking and stretching. The walks would break under the force of the prototype's weight, and he needed to escape.

Cloud scrambled to his feet and began to run across the collapsing passageway. It dipped a second time, andCloud stumbled, as the Trojan lifted itself skywards with its hover engines. It was only about ten more feet to his comrades, as Cloud continued running.

Cloud skidded to a halt as the Trojan fired its energy cannon in front of Cloud, raking across the catwalks ahead of him, slcing through its metal grating and supports. The heated metal came loose with a loud snap, and Cloud could see the damaged, collapsing walkways he still stood upon. As it bent underneath the weight of its own framing, Cloud collected his courage and jumped the remainder of the distance to his comrades.

It would have been a lot easier if his wings still worked, Cloud thought, as he stumbled, just barely landing on the edge of the catwalks near his comrades. Because his was a rough landing, an unstable one. Cloud's hind feet slipped and he fell to the platform, only his front legs remaining topside. His rear legs had nothing except air to stand on, and Cloud knew the precariousness of this situation. If he could not climb up, his own weight would pull him down from where he now hung, and he would fall to his death.

Cloud cursed his broken wings, which only gave him pain as he tried to no avail to force himself upwards. He was slipping, and soon gravity would release his grip from what he now clung to.

"Cloud!" Lockheart shouted as she began to run towards him. But their airborne opponent, as if anticipating this, separated them by a wall of bullet fire, sending Lockheart backwards, screaming.

Instinctively, Cloud flinched and recoiled from the force of bullets impacting the ground in front of him. As gravity vanished from his senses, Cloud realized the error of his reaction.

He was now in freefall.

"No... CLOUD!!" Lockheart shouted after him. Cloud knew he was beyond help; no pegasi had ever rescued another from the clutches of gravity, and they still had to deal with the obsidian killer.

The last thing Cloud saw as he fell through the City's smog was an explosion issuing forth from the Refractor complex. Cloud could neither tell the strength nor power of it, and in his current predicament it would make no difference either way. For the first time in his life, he was powerless to save himself from such a fall, and in fear he knew that, regardless of what was waiting for him at the bottom, the impact would kill him. Cloud shut his eyes, fearing for what lay below, just before the sudden crash of his falling body plowing into something tore his mind out of consciousness.

* * *

**Author's Notes:**

While the previous chapters are now second revisions, this is actually the first revision to this chapter. For some reason, this version seemed to take forever, and I am still not quite satisfied myself with the way it turned out.

Of the things I wanted to change for this version, one was the reason why they had to evacuate the train. In the original game, Jessie never fully explained what the problem with Cloud's ID card was, and in fact she didn't need to, since Barret already knew that their fake ID's wouldn't work anymore. I also didn't like how in the original game, when the alarms went off, Barret jumped up with a "What the hell's goin' on?", when moments earlier he clearly stated that they would be jumping the train.

One element new to this revision was that when Berett shoved Cloud out of the train (which is true to my original draft), the impact of Cloud's awkward landing breaks boith of his wings, plus gives him a number of internal injuries. Lockheart explains the price they must pay for being pegasi, and Cloud is left unable to use his wings for the remainder of the chapter.

Another new element was the use of a healing potion. In the original games, it is never explained exactly how potions work, and the visuals of one character tossing it up into the air, and the recipient being bathed in a shower of sparkles and HP restoration simply doesn't cut it. If you haven't noticed already, in this tale, potions are not suitable for use in combat. Designed to be quaffed, these healing potions are used to heal internal injuries only, and even then it takes time for them to work. There are other forms of healing medicines in this story, but those will be introduced strictly on a need-to-know basis.

I may give this chapter another revision in the future since I'm not entirely satisfied with how it turned out right now. As usual, any comments or suggestions are much appreciated.

For the next chapter, while Lockheart and Berett must finish their battle against the Trojan and escape to safety, what on earth happens to Cloud after that fall?

* * *

_Disclaimer:  
Final Fantasy 7, its original characters, and its original plot are, of course, productions of Squaresoft Inc. (now Square Enix, LLC). And My Little Pony is a trademark of Hasbro, Inc. _


	6. The Sanctuary

_Note: I have temporarily removed the later chapters (7-20) for rewriting and improvements. I will reupload them as I finish the new versions, so hang in there!_

Chapter Six: The Sanctuary  
_Revision 1.0, 7-25-2004_

Darkness.

Pain.

There was nothing he could see, nor hear, nor feel. Invisibly he stood, as if watching over his own broken and splintered body, the only object he could identify. Luckily he hadn't landed on the blade of his own weapon, for that would have certainly cut him in two.

What was he doing here? It hurt to remember. The last thing he saw, an image still burned into the back of his eyelids, was the smog enveloping his two comrades as he plummeted down into the abyss under the gigantic plate of the City. Where was he now?

Was he . . . dead?

No, that couldn't be it. If he truly were dead, how could he know where he landed? How could he identify his own broken body, lying in a heap at the bottom of the abyss?

He could have saved himself, perhaps. If only his wings hadn't been broken, he could have landed safely....

But by now it was too late. It was over.

And through the void, though he could hear nothing, he knew a voice was calling to him.

_Cloud..._

What was it? Was he being led through that dark tunnel, away from his shattered body to whatever lay past that final expanse?

_Get up, Cloud..._

He took one step away from his own body, lying there in the darkness, towards the void.

_No, Cloud._

What? It was over; he had fought valiantly and died to a noble cause. What else was required of him? He tried to take another step.

_You cannot go that way. Cloud...._

Had he lived a lie? Was he not welcome in the thereafter? He stopped in his steps, in fear. If he was not to enter into the mythical final haven, where else could he go?

No... not that _other_ place. Anywhere but there.

Something brushed up against his broken body, and he winced in pain.

_There is still more for you to do. Go back...._

The pain! Why the pain? He stumbled backwards, falling down. The tendrils of searing agony wrapped themselves around him, and he tried to ignore it as it suffocated the area around him.

_Don't you remember? Last time?_

Remember . . . what? No, he couldn't. The pain was too much.

_Get up, Cloud...._

Finally, his senses began to return.

= = = = =

There Cloud lay, his body resting in a patch of flowers fit for a grave, covered in cuts and scars, his hide stained nearly purple with his own blood. As his eyes slowly lifted open, he took in all the light surrounding him.

A voice from nearby, still out of his vision, sighed in relief. "Thank the Rainbow, you're still alive!" 

"Huh...?" Cloud muttered. He strained his head around, towards the direction of the voice. "Where... am I...?" Cloud's eye caught sight of a large, splintered hole in the ceiling above him, through which he had unquestionably plummeted through. "Man... some landing...."

"You gave me quite a scare," responded the voice, a mare's voice, as Cloud continued to try and look around to locate her. "One moment I'm watering the plants, and the next -- CRASH! -- you come raining down...!"

Cloud struggled with his legs to get them on solid footing. He rolled over from his side onto his legs, then looked around again.

And there she was, right in front of him.

Cloud gazed at her. A unicorn. The same pink mare who had sold him a flower the night before. The same brown mane and tail, the same emerald green eyes, and the same deep red cape. Next to her lay the wicker basket, empty of its blossoms.

"You...."

"You remember, don't you!" The mare responded happily.

"Yeah... the flowers...," Cloud added. "Imagine... meeting you again in a place like this . . . just where am I, anyway?"

"Fifth District Sanctuary, right next to the Slumps; I live not far from here. They say that long ago, ponies would come to places like these to celebrate, to have fellowship with one another . . . but not any more. So it's just me and the flowers...."

"Flowers...," Cloud said, looking down and around him. His vision fell upon the rainbow of blossoms surrounding him, in particular one underneath his hoof. He was crushing them! Surprised, Cloud instinctively jumped back in a flip, and landed squarely on the edge of the flower bed. There was a uniquely pegasus-shaped depression of crushed blooms where he had landed.

"Damn! So sorry about that...."

"Oh, there's no need," the unicorn responded as she slowly stepped into the bed herself to tend to the damaged flora. "These flowers are quite resilient. They'll grow back in no time."

Cloud shrugged. Feeling a little stiff, he stretched his legs and wings to relax.

-- Wait a minute, his wings! Cloud checked them over quickly, opening his wings to their full span and then folding them back up. They weren't broken anymore!

"How...?" Cloud wondered aloud. But the unicorn answered for him.

"Oh, your wings? Lucky for you I was around, otherwise you'd surely have died from that fall."

"Whoa, you mean...," Cloud stammered, "you healed me?" Cloud checked his wings again, looking for signs of their past injuries. Even if healed by magic, injuries like that would still leave scars. And yet, as he ruffled through the feathers, he found no signs of injury. It was as if they had never been broken or harmed in the first place.

Cloud looked to the unicorn, dumbfounded. "How did you do that?"

The unicorn smiled. "It's a gift."

"That's amazing...."

The unicorn nodded and then returned to sorting through the flowers.

"Say, I don't think we've had a chance to properly introduce ourselves," Cloud began, humbly. "What's your name? Mine's Cloud."

"Good strong name," the unicorn muttered. "Call me Aeris."

"Aeris, huh?"

"Oh!" Aeris exclaimed as she picked up a small green gem out of the flower bed. "You must've dropped this." Aeris tossed it to Cloud and he caught it.

"Thanks," Cloud answered. On a whim, he drew his weapon and checked its gem compartments. Sure enough, one had fallen loose from the impact of his fall. Setting the blade down for a moment Cloud reaffixed the gem in its spot.

"So you know how to use them, then," Aeris nodded.

"Yeah, nothing special," Cloud answered as he sheathed the weapon across his back. "You can buy them just about anywhere these days. For a price, of course...."

Aeris nodded. "Well, what do you think of this one?" Aeris produced a light, almost iridescent green gem from a pocket in her cape. "It's special...."

"Special? It looks like any ordinary magic gem to me. What's special about it?"

Aeris laughed. "It was my mother's. It doesn't work though."

"Are you sure? Let me see...," Cloud requested. Aeris tossed the gem in his direction and he caught it. Cloud looked at it deeply, focusin ghis thoughts into it, to identify it. The gem gave only a very brief flicker in response. Yes, it was indeed a magic gem, but exactly what kind it was, Cloud had no idea. The gem, it seemed, refused to identify itself.

"You're right," Cloud answered before he tossed the gem back to its owner. "There's something different about that one. It won't identify itself. What kind is it?"

Aeris shrugged. "I have no idea. It reminds me of mom, though, so I just keep it with me."

Aeris glanced towards the open door to the sanctuary for but a moment, noticing some shadows pass by outside. "Say Cloud...."

"Yes?" Cloud answered.

"What... do you do for a living?"

"Me? Soldier for hire. Whatever's needed, I guess."

"I thought so," Aeris chuckled. "I... I have job for you; I need a bodyguard."

"Bodyguard?" Cloud asked. "I can do that... but I gotta warn ya, that kind of job doesn't come cheap...."

"That's okay, I can pay you later."

Cloud shook his head. "No, I'd rather have some payment up front this time. I wasn't exactly paid well for my last few jobs...."

"A down payment, huh?" Aeris smiled, a curious look in her eyes. Smiling, almost giggling, she gave Cloud a quick kiss.

"What was that for?"

"You're hired. You can have the rest of it later," Aeris said.

Cloud shook his head. "You can't be serious, asking that...."

"It's a date, then. Okay, 'bodyguard', you're hired!"

"Hey...!" Cloud tried objecting.

A voice from across the sanctuary interrupted them both. "Sounds romantic. Shame it won't be happening though...."

Cloud instinctively turned in the direction of the voice. Standing between them and the front door of the building Cloud spotted a redmaned pony dressed completely in a navy-blue, almost black suit. Strapped to his shoulder he held a walking stick with gems inset into the handle. Flanking this dark-suited pony stood two Rin Sha soldiers in blue uniform, with laser rifles drawn.

"Who are you??" Cloud demanded. Something about that midnight-blue suit seemed very familiar. "--Wait, don't tell me. You're... you're a Lurk, aren't you? A Rin Sha Lurk!"

"How observant of you, renegade. Step away from the ancient pony, and let us do our job."

"If you think I'm going to back away, you're even dumber than those corporate goons in the central tower. She is under my protection now."

The two soldiers flanking the Lurk raised their rifles and drew beads across Cloud's flank with their sights.

"Stand down!" the Lurk ordered his two soldiers.

"But Vegas, sir, don't you want him taken out?" The soldier objected.

"I haven't decided that yet. Stand down!"

His two soldiers sighed and lowered their rifles.

"So what's going to be, sir pegasus?" The Lurk, Vegas, asked. "Walk away, let us do our job, and we'll let your traitorous hide live to see tomorrow...."

"Not going to happen." Cloud grabbed the handle of his weapon, ready to strike the Lurk down.

"You'd rather fight? Against a Lurk?"

"Cloud!" Called Aeris, from the back of the sanctuary. Behind the altar, behind the flower bed, stood a lone door leading elsewhere. 

Cloud growled, then began to walk backwards away from Vegas. "This isn't over...."

Vegas, smiling, motioned for his soldiers to stay still as Cloud retreated. "No, it's only starting."

Cloud then turned and ran to follow Aeris.

"Vegas, sir," one of the soldiers objected. "Why didn't you --"

"Relax," Vegas said. "We'll get them." He took a few steps forward, muttering to himself. "Twinkling eyes, all right. He had... twinkling eyes."

Stopping in the middle of the sanctuary's flower bed and its matted blooms, Vegas turned around to his soldiers. "Alright, guys, move in....

"...oh yeah," Vegas added as he kicked a blossom from the bed of flora. "And don't go trampling over the flowers...."

= = = = =

On the right wall of the back room lay an old window, its glass long shattered and cleaned up, and the window itself now nothing more than a bright hole in the wall. Aeris and Cloud had almost reached this exit, after maneuvering around old tables, chairs, and storage boxes, when an explosive shot interrupted them. Flying over their heads, the small grenade-like projectile exploded near the wall, shattering wooden supports holding up the old haven's second floor. As Cloud and Aeris recoiled from the force of the explosion, a rain of wooden splinters and storage boxes from above descended to the floor, covering their exit in a pile of sharp debris.

"Now now," Vegas called from the entrance to the sanctuary, stowing away a single-shot grenade launcher into his uniform. "You didn't think you could get away that easily, did you?"

Cloud drew his weapon and approached Vegas, while Aeris looked around for any place else they could escape to. Vegas chuckled.

"What's so funny?" Cloud asked.

With a smirk, Vegas drew his walking stick and began walking over towards Cloud. "You have no idea what you're getting into," he taunted.

"Well, it can't be any worse than challenging a former Stallion to battle," Cloud countered.

Cloud charged Vegas, sword first. But Vegas easily blocked the blow with his nightstick, as the two equines clashed in combat. The moment they clashed, Cloud felt a sharp heat penetrate through his sword and body, into the ground. Electricity! Yelling in pain, Cloud fell backwards and onto the floor.

Vegas laughed again as Cloud struggled to regain his footing, his muscles resisting due to the lingering shock. "Fool...," Vegas sneered.

"Sir!" Called Vegas's two soldiers as they entered the back room. Immediately they spotted Cloud on the ground. "Should we take him out?"

"No, this one's mine," Vegas ansewred. "Get the ancient pony!"

The soldiers looked around, yet Aeris was nowhere to be seen. Only a few hoofprints and tufts of floating dust on a rickety wooden staircase belied where she had went. Vegas's two soldiers looked upwards, towards the ceiling, where a wooden upper floor shook slightly under passing steps.

"There she is!" They shouted as Aeris appeared above, near a staircase leading up into the ceiling's rafters. Immediately they drewtheir rifles and opened fire in her direction.

Aeris screamed.

"You idiots!" Vegas shouted as he charged his own men, knocking their rifles from them. "We have strict orders to capture her alive! Fire one more shot in her direction and I'll have your heads to decorate the office with!"

Ah, a diversion. Cloud succeeded in forcing himself to stand back up, grabbed his weapon, and lunged for Vegas.

Vegas was expecting him, and whirled around just before he reached within striking distance. Blade clashed against nightstick, and Cloud reeled in pain as another electrical shock coursed through his body. His sword would not avail him against such a weapon, and the force of the shock forced Cloud down again.

Vegas turned to his soldiers. "I'll deal with the ancient pony. Destroy this fool," he ordered as he began calmly walking around the old tables and chairs of the back room, calmly drawing his small pistol and loading a fresh grenade into its barrel.

Cloud struggled and forced himself back onto his feet to find Vegas's soldiers aiming at him with their laser rifles. Cloud was about to charge them when an explosion rang out from the upper levels.

Vegas held his smoking gun proudly as a rain of wooden debris fell from the upper levels, and with it, a certain red-caped unicorn. Aeris fell a short distance from the ceiling rafters, spared the deadly impact of a two-story fall by her landing on the second level. Vegas began loading a third round into his pistol.

Cloud glanced back at his two opponents to see them still gaping at their commander's actions. Immediately Cloud seized the opportunity and caught them off-guard. In the time it took them to react to Cloud's sudden offensive, he had nearly beheaded the first of his opponents in a deadly swipe, and cleaved through the laser rifle of the second when he tried to block a followup blow. Cloud, though, swung his sword around with its momentum and slashed right across the soldier's torso armor, cutting a near-fatal blow through the opponent's hide.

Both opponents fell to the ground, then Cloud directed his attention towards Vegas just in time to see him firing another shot from his pistol. The red projectile darted upwards into the air and impacted Aeris in the side, near the neck. "Cloud!" Aeris shouted.

Furious, Cloud charged Vegas to attack. Yet his opponent anticipated him again, and Cloud's blade clashed again with the Lurk's electrified weapon, sending Cloud down in a shock while his opponent laughed out loud.

"C-cloud...," Aeris tried to call.

"Give it up, unicorn," Vegas shouted. "That tranq's strong enough to take down a dragon. And your, 'bodyguard', here won't be of much service either...." Vegas kicked Cloud's weapon aside. In full command of the situation, Vegas calmly walked towards the stairs as Aeris stumbled over her own feet in her attempts to run.

Cloud struggled to get back up and grabbed whatever weapon presented itself. Now armed, he stood up on his feet and then charged Vegas.

Once again, the Lurk was expecting him, and their weapons clashed. Vegas's nightstick chipped into Cloud's weapon, and in the impact, Cloud knocked the weapon aside, and then delivered a sharp kick to Vegas's side, knocking him down.

"What the--?" Vegas shouted, quickly assessing the situation as Cloud dropped the small plank of wood, a mere splinter from the crossbar it had been broken from, to the ground. That weapon had served him well; now it was time for another. As Vegas quickly regained his footing, Cloud focused his thoughts into one magical gem set into his armor, one he had been saving for a time such as this.

Vegas was the target as Cloud unleashed an icy burst of wind in Vegas's direction. Vegas prepared for the impact as the freezing air wrapped itself around him, forming a layer of ice around his body and, especially, his legs.

"You won't get away with this...," Vegas yelled as he tried in vain to break his legs from the ice casing affixing them firmly to the floor.

"Oh? I think I already have," Cloud said, picking up a piece of wodden debris and then knocking Vegas senseless with its broad side.

Cloud ran back to the center of the room, picked up his sword, and sheathed it across his back. Then he chased up the stairs, to the second level of the back room, to get Aeris.

Aeris lay across a small gap of splintered wood, on her side. Quickly Cloud ran through the obstacle course of dusty, wooden debris, across the small gap, to her. Cloud nudged her and lifted her head up. "Aeris!"

Aeris strained her eyes open. "Cloud...."

"C'mon, we're getting out of here," Cloud said as he lifted Aeris up from her side, onto her four feet.

"So tired...."

"I know, it was a tranq," Cloud said. "You've got to fight it!"

Aeris yawned and nodded in response. She struggled to stand up to her feet, succeeding halfway, and then Cloud helped her stand.

"A... what...?" Aeris said, yawning again.

"Pull through it!" Cloud ordered, momentarily gaining Aeris's full attention. "We have to get out of here. Where do we go?"

Sleepily, Aeris pointed up. "Roof exit...."

Cloud growled, then noticed the tranquilizer dart still stuck in her neck, partially obscured due to her mane. Cloud grabbed it and pulled it out.

"Ow!" Aeris shouted, snapping to attention. "What was that?"

Cloud showed the dart to her. "Tranquilizer. You've got to stay awake so we can get out of here. Where do you live?"

"Slumps... nearby...," Aeris answered, yawning again.

"C'mon, stay in there," Cloud insisted, shaking Aeris to keep her awake. "Lead the way."

Drowsily, one foot at a time, Aeris began ascending the stairs leading to the ceiling rafters, and Cloud followed alongside. "Aeris, you know who those ponies were, right?"

Aeris blinked, then blinked again. "...They, they're Rin Sha...?"

"Good," Cloud answered. "Yes. Well, the Lurks, actually. One of the Rin Sha executive branches.

"...Lurks?" Aeris stumbled, and Cloud grabbed her to keep her from falling back down the steps.

"Hang in there!" Cloud ordered. "The Lurks, they have many jobs. Officially, they're in charge of scouting and recruiting new fighters into Stallion."

"...Scouting? They looked... more like they wanted to kidnap someone...."

Cloud nodded. "Yeah, that too. Propaganda, abduction, assassination . . . there isn't a single black project in the Rin Sha that the Lurks _don't_ have their dirty hooves in. --Hey, do you follow that?"

"What?" Aeris said, blinking her eyes open.

Cloud sighed. "C'mon, stay awake! You can do this. Which way do we go?"

Aeris raised a leg and pointed to a hatch on the far wall. "That... way...."

"Right." Cloud helped Aeris walk the distance across the ceiling attic level towards their exit. While he let Aeris sit down, he trotted over and unlatched the exit, then swung it aside.

He discovered a huge pile of garbage and debris piled on the other side.

Cloud shrugged. "This could take awhile... Aeris, can you give me a hand here?"

Cloud looked back to see Aeris dozing lightly. He shook his head and then ran over. "Aeris!"

= = = = =

Outside, in the giant heaps of trash and debris outlining the Fifth District Slumps, one of the piles shook and shuddered slightly, scaring away vermin and other creatures. It happened again, and then in a third shove, a small pile of junk and debris fell over, spewing a cloud of dust into the air. Cloud and Aeris walked out onto the scrap heaps as the air began to clear.

"How long has it been since anyone's even used that exit?" Cloud asked to Aeris.

"A few years," Aeris answered, still a little groggy, but now nowhere as sedated as she had been earlier. "We, need to keep the door hidden...."

Aeris knelt down and tried in vain to lift up a layer of metal scrap. Cloud turned back, then knelt down to give her some help. Together they lifted the old bulk upwards, and then propped it up against the hillside of scrap, concealing the way they had come through. Given a few weeks, perhaps, and the thick air would again coat it in a layer of dust, hiding it from view. "Is that how...."

Aeris nodded. "Uh-huh. It's used so rarely, I must be the only one who knows there even is a roof exit to the sanctuary."

"That's just as well," Cloud nodded. "Say, are you feeling all right?"

"What was that for?" Aeris asked indignantly. "I'm fine now!"

Cloud blinked in wonder; five minutes ago he was struggling to keep her awake, and now she was as energetic as he'd ever seen. It should have taken hours for a pony to shake off the effects of a tranquilizer. And yet, here was this unicorn, pulling through in about ten minutes? That was impossible, Cloud knew.

...Equally as impossible as him having survived that fall from the Upper Fifth District, and waking up with his wings fully intact instead of broken.

Cloud didn't understand. Was it because she was a unicorn?

"...We should keep moving," Cloud said aloud to change the subject. "Once that Lurk comes to, he'll send for some reinforcements and then start hunting for us."

"You mean for me, don't you? I'm the one he was after."

"Perhaps," Cloud countered. "But he'll also want payback for me getting the better of him in that fight."

"Looks like you need a place to stay. How about my house?" Aeris began to lead north across the hillside of scrap and junk.

"Hey, let's not get ahead of ourselves," Cloud advised, as he quickly caught up. "What do the Lurks want with you? Is it because you're a unicorn?"

"Probably...," Aeris said as Cloud stopped her. "It... isn't the first time they've tried to get me, either."

"Really?"

"Yeah. The last time was many years ago. And he was there to protect me then...."

"Who?"

Aeris smiled. "Oh... it's not important right now. Say, didn't you used to be in Stallion?"

Cloud halted and blinked. "Once. ...you can tell?"

Aeris nodded. "Of course. Your eyes twinkle in a funny way."

"Oh, _that_...," Cloud said, looking away. "...wait a minute. How did you know that?"

Aeris chuckled andbegan leading the way again. "There's time for that story later. Come on, I'll show you to my place!"

Cloud sighed. The unicorn seemed to know more about him than she let on. First she had identified him as one of Snowslide's members, and now as a former Rin Sha Stallion as well. There had to be a reason for it, but exactly what it was, Cloud had no idea.

Cloud tracked Aeris as she trotted and hopped ahead, across short gaps and unstable areas of the scrap heaps, towards a set of metal shacks and old converted trailers that identified the main plaza of the Fifth District Slumps. Here Aeris disembarked, jumping down to ground level, and Cloud was not far behind in following.

"Here we are," Aeris announced. "Fifth District Slumps. My house is not too far from here...."

"Your... _house_?" Cloud asked. In truth, none of the buildings surrounding the Slumps plaza were actual houses. Cloud was expecting that she would simply lead him to one of the retrofitted trailers . . . like one on the left, a rusted-orange metal trailer whose apray-painted sign identified it as a trading shop. Or like one on the right, a mere tent constructed of metal slabs and poles, with all the structural integrity of a house of cards.

These and other examples of the poor shanties that the Slumps ponies called home made Cloud even more unprepared for the surprise that awaited him, as Aeris led the way across the plaza towards the eastern perimeter of the Slumps, through a small path leading between piles of garbage and trash, curving right and left until the Slumps plaza was no longer visible, and arriving straight into....

Paradise.

Cloud couldn't believe what he was seeing. White light shone down brightly through clean air, as if there were no such thing as city smog, to illuminate a field of vibrant blooms. Roses, marigolds, and countless other flowers he couldn't name flourished under the artificial lighting, arranged like hues of the rainbow. Through the center of the garden ran a small stream, no doubt fed from the City's water filtration system, irrigating the soil and flora. Green grass carpeted the ground as Cloud carefully stepped forwards through the small field, scanning his eyes across the edges, and spotting ivy growing on the surrounding heaps of City debris. Here, not too far from the City's central pillar, lay the impossible miracle that Aeris humbly identified as her home, the plant life covering up the stains and garbage that so well identified the City Slumps. Here, it was like a slice of the Upper City descended to ground level; or better yet, as if the smog-laden City had never existed in the first place.

Cloud cast a glance at Aeris, waiting for him up ahead and to the left, standing at the entrance to a genuine, wood-and-metal framed house, ornate as to be fit for nobility. The structure itself was in excellent condition, untouched by the City's smog or corruption, much like (and equally impossible as) the small meadow surrounding it. 

Nothing about this place made sense; the City authorities would never fund such a beautification project in the lowest depths of the City, yet even if the endeavour were privately funded, how could it last when it was surrounded by garbage and corruption on all sides, especially above? How could it remain free from the hapless inhabitants of the Slumps, the drunks, and the gangs? Hesitantly, Cloud walked forwards towards Aeris.

Aeris opened the door to the building as Cloud neared. "Mom, I'm home!" She shouted as she entered the house.

Cloud spotted a mint-green pony, a mare with chestnut colored mane and tail, and wearing a short apron with various tools, including a few gardening implements. She stood up from her seat at one end of the room, shutting off the television set she had been watching. The mare glanced over Cloud, then turned to Aeris. "Aeris, you're safe. Who is this?"

"This is Cloud," Aeris introduced, turning to Cloud. "Cloud, this is my mom, Mira. Say hello...."

"...Hi, Mrs. Mira," Cloud answered.

"Oh, just call me Mira like everyone else," Mira answered with a smile. "So, what can I do for you?"

"Nothing, really...," Cloud answered humbly. "I was doing my job. Now that Aeris's safe, I should get going...."

"Safe?" Mira turned to look at Aeris. "They were after you again?"

Aeris nodded. "Yeah, they were. But Cloud was there too. He protected me."

Mira shook her head. "First there's the explosion in the Refractor above, and now this. I swear, it's getting more dangerous in this City each day...."

"Can Cloud stay for a little while?" Aeris volunteered.

"Me? No, I have to get back to HQ. ...It isn't much of one, just a place in the Seventh District. My friends will be wondering what happened to me...."

"Then I'll go with you!" Aeris interjected.

"No way," Cloud rebutted. "It could be dangerous out there. I'll make better time going alone...."

"Dangerous?" Aeris laughed. "Come on, Cloud. I grew up around here. Danger's a fact of life, I can handle it."

"No, I can't have you getting involved...."

"But you know what happened back there in the sanctuary. I'm already involved."

"No, you stay here," Cloud insisted.

"Excuse me?" Mira interrupted, moving herself between the unicorn and pegasus. She turned to Aeris first. "Look, Aeris, I don't want to argue with you. You never change your mind once you decide on something. But can't you least stay for some lunch first?" Mira then turned to Cloud. "Both of you must be hungry...."

Pausing, Cloud gave it a thought. He hadn't eaten a proper breakfast before they left on their mission -- hell, he hadn't had much of a dinner the night before either. So yes, he was fairly hungry. "Fine by me," Cloud answered.

"Okay, then," Aeris nodded. "Mom's cooking is the greatest. You'll love it!"

"That's the spirit," Mira said, smiling. Then she walked towards the kitchen to prepare some food.

Over the next twenty minutes Cloud enjoyed the closest thing to a 'social lunch' as he'd ever had. Not that Cloud was the social type, mind you; but the smell of Mira's cooking had reminded him of just how long it was since his last proper meal. Mira and Aeris did most of the talking, while Cloud merely attended quietly to his food, offering one-word answers to questions volleyed in his direction. Cloud had no watch to keep time with, and the minutes seemed to fly by as he cleared his plate. Somehow he managed to finish at about the same time as Mira and Aeris, despite having helped himself to larger portions. Perhaps the two hosts were pacing themselves for this, planning to run out of food and small-talk at the same time.

When the meal was over, Aeris announced that she was a bit tired. Cloud agreed, for a full stomach tends to make one tired. Wary of having stayed longer than he planned on, Cloud eyed the front door as Aeris ascended the stairway to the upper floor of the house.

"Cloud, can I ask you something?" Mira inquired.

"Sure, go right ahead," Cloud answered.

"You... were in Stallion, yes?"

"The eyes, right?" Cloud said, nodding and looking away.

Mira nodded in response. "I, uh... have a favor to ask. Could you... please leave?"

Cloud nodded again. "No problem. I did my job, I must be getting back."

Mira sighed in relief, as if glad she didn't have to explain her reasoning. But she did so anyway. "I don't want Aeris to get attached to yet another Stallion officer...."

"_Former_ Stallion officer," Cloud corrected.

Mira nodded. "Yes. But you're with those rebels now, aren't you?"

"You knew?"

"Yes," Mira answered. "You fit the official description perfectly: blue pegasus, blonde hair, and no markings...."

"But you're not going to report me," Cloud suspected.

"Heavens, no," Mira answered. "I don't care for the Rin Sha. You see the garden out there?"

"Y-yeah," Cloud said, tripping over his own words. "How can it be?"

"It's because of Aeris," Mira answered. "Many years ago, she found several packages of flower seed stashed away in the pantry. I told her not to, but she went out and planted some of them anyway. I knew they wouldn't grow; because of all the trash the Rin Sha throw down from the upper levels. She tried anyway. I don't know how, but a few weeks later, she came back in all excited about how one of the flowers was actually blooming! I couldn't believe it. A flower -- a real, live flower, growing in the Slumps -- I don't know how she did it. After that, she just set to work clearing out the junk and planting more. Much more. And now, we have this beautiful garden outside. It's a miracle...."

"It's not the only one, too," Cloud said, stretching his wings. "...But I really must be going."

"Go right ahead," Mira said back.

"Thanks for your courtesy. Tell Aeris, uh... I hope we'll meet again."

Mira shook her head. "No, it's fine. You can tell her that the next time you find her selling flowers."

"I'll be moving on now."

And with that, Cloud opened the front door to the house and stepped outside. He took a minute to look around, and merely take in the beautiful paradise surrounding him, before deciding to continue on. He had to leave this beautiful place, he knew. He needed to check in with his comrades back in the Seventh District.

Cloud left with haste, casting only an occasional glance behind him to make sure he wasn't being followed.

* * *

**Author's Notes:**

Ack, it took me forever to collect enough time to finish this version of the chapter. There's no time for procrastination like tomorrow....

Anyway. I had three objectives for re-writing this chapter. The first one is the opening sequence, with _the mysterious voice_ talking to Cloud. This time, I wanted it to be vague, impossible to determine exactly who or what it is (similar to playing FF7 for the first time). I also introduced the near-death aspect of it, as if to imply that he's already dead from the fall (which by rights he should have been).

My second objective inthis chapter was to recreate the confrontation with Reno, now called Vegas. I didn't entirely like the portrayal of the Turks in FF7, it didn't seem quite professional enough for a high-ranking Shinra organization. I mean, Aeris gets trapped in the bottom level of the back room, meanwhile Cloud is up in the rafters shoving barrels(!?) down to stop the soldiers . . . what is Reno doing? Why would he just stand there and let his flunkies do all the work? So here, when Vegas came in, I tried to make it clear that Vegas is in full command of the situation. He takes on both Cloud and Aeris, he chews out his own men, and when Cloud tries to fight back, Vegas gets the better of him. Now, Vegas shooting Aeris with a tranq, I added that completely on a whim. I figured it would give Cloud more to do and tense the situation a bit.

My final objective for this chapter came after Cloud finally bested Vegas and helped Aeris escape. After digging their way to freedom and arriving in the Fifth District Slumps, comes Cloud's breath-taken reaction ot Aeris's house and the garden surrounding it. Back in the game of FF7, there was never any emphasis on the fact of just how Aeris could live in a genuine house, with a thriving garden nearby, in a city full of pollution, retrofitted trailers acting as houses and shops, and devoid of flowers. The game placed no emphasis on the contrast between Aeris's house and the surrounding area, and that was one thing I needed to change.

For the next chapter, Cloud begins his journeying from the Fifth District Slumps towards the Seventh District. But when he sees Lockheart being shuttled towards the Sixth District Slumps, the kingdom of a sleazy mob boss, everything changes. Rumors abound regarding the rebels and the Seventh District, somewhere in there is his childhood friend, and a dark plot is afoot.

* * *

_Disclaimer:  
Final Fantasy 7, its original characters, and its original plot are, of course, productions of Squaresoft Inc. (now Square Enix, LLC). And My Little Pony is a trademark of Hasbro, Inc. _


	7. A Date in the Slumps

**Chapter Seven: A Date in the Slumps**

Cloud paused for but a moment at the edge of the garden, where clean soil and gray rock road yielded to meadows of contaminated dirt and metal scraps. He cast one glance over his shoulder towards the beautiful paradise that was Aeris's home, just to make sure no one was following him, and sighed in relief at spotting only an empty garden.

Part of him hated to leave such an idyllic scene such as that was. But the rest of him knew he didn't belong. The thriving flowers, the clean stream running through -- Cloud was an outsider to such simple pleasures. He shook his head and turned around to continue onwards.

And came face to face with a pair of green eyes.

"Leaving so soon?" Aeris said, smiling.

"Aeris!" Cloud shouted back as he leapt backwards in surprise. He glanced back at the house; there was no way she could have caught up to him so fast, let alone appear in _front_ of him like that. He looked back at Aeris. "What are... how did you...?"

Aeris chuckled to herself. "I'll have you know," she began, with a smile to her voice, "that you can't get away from a unicorn that easily...."

"But I can't risk you becoming involved in this. It's too dangerous...."

Aeris scoffed.

"Aeris, I'm a member of Snowslide! The rebels!" The news didn't seem to bother the unicorn though; it seemed as if she already knew. "The Rin Sha want me dead. Doesn't that mean anything to you? ...like that you should stay away?"

"Oh, come on...," Aeris answered. "It's not like the Lurks were hunting you down back there. I'm involved too, whether you like it or not!"

"But... Aeris...."

"You're my bodyguard, right?" Aeris insisted.

"That job's over," Cloud responded, shaking his head. "I kept you safe, I brought you home . . . that's it. I'm my own agent again. Now please, I must go."

Cloud tried to shove his way past Aeris, but she refused to stand aside, instead taking a few steps back herself so as to remain in Cloud's way.

"Aeris...," Cloud stressed.

"Some mercenary you are...," Aeris chided. "You won't even accept your payment?"

Cloud stopped. What payment was she talking about? He remembered back to the scene in the sanctuary. Aeris had insisted on him being a bodyguard, and what did she pay him for it?

Cloud's mind fuzzed over. The earlier events he could remember well, but just what sort of payment did she agree upon? She hadn't given him any gold or silver up front, and he didn't recall giving her a price that she could pay later.

Damn it, was he doing a job for free? Why was payment the one thing to elude his memory?

"What... payment?" Cloud asked in confusion.

"A date, remember?" Aeris answered proudly. For whatever reasons he could not determine, it seemed that Aeris was more fond of the idea than Cloud himself was. "I know just the place -- it's right on the way to the Seventh District. Come on, let's go!"

"Whoa...," Cloud said, gathering what authority he had into his voice. "If I'm still your bodyguard, then I lead the way. You just tell me where to go and follow along, okay?"

Aeris nodded confidently, then stepped aside to allow Cloud to take the lead, and together they left the garden of her house, walking between the hills of city debris until they could see no more of the countless flora behind them, only the dirt and ugly scrap that they recognized as Midnight City Slumps.

Quietly, under Aeris's direction, Cloud led her through the Fifth District Slumps, past a ridge of old rusted piping forming its borders, and into the wastelands separating areas of the Slumps. A far distance to their left, Cloud could just barely identify the steeple of a tall building, presumably the sanctuary he had fallen down into after Snowslide's strike against the Fifth District's Refractor, barely visible through the smog as a heap of blackened metal beams and other still-burning materials. Off to the left lay a jungle of old materials long thrown down from the upper levels of the City, a thick jungle of scattered asphalt, decrepit construction vehicles, and corroded scrap from buildings long since demolished.

Aeris pointed to the left and he led the way into the urban jungle and its myriad of trails weaving through. The stripes on the asphalt ground might once have indicated a highway, perhaps a road from the pre-City area villages, or simply materials thrown down from the upper City levels during one of the rare maintenance projects. To theright it led, past an old crane whose claw-shaped grapnel looked ready and willing to pluck any civilians running underneath.

Various small creatures scurried out of sight as Cloud and Aeris began making their way through the metal jungle about them, as their path led to the right around the old crane with its rusty claw hanging by an equally corroded cable. Cloud eyed it with caution as they walked carefully around the ancient machine, as if anticipating it to suddenly snap and fall on top of them. With haste they passed through underneath it, through the shadow it cast on the ground, Cloud ready to draw his weapon and take action in a heartbeat.

Their path curved towards the right, upwards through the tunnel of an old drainage pipe, reeking of foul liquids long since eaten through its polymer sheeting. Carefully Cloud led upwards, helping Aeris to avoid shards of glass here, and rusted metal there. With alternating looks up and down the pair of them climbed upwards and arrived atop a small hill of broken asphalt, surrounded by broken iron tie-rods and hollowed-out vehicle chassis long since abandoned by their owners. Cloud looked around, but found little sense of direction. North, south, east, and west, the trees of metal debris seemed to all look alike.

"Are you sure this is the right way?" Cloud asked. "We're going to get lost in here if we just keep wandering around...."

Aeris pointed northwest. "Don't worry. I can almost see the place from here. We just have to keep going. ...that way." Aeris then pointed to a metal bridge leading west.

Whatever it was, the next leg of their path wasn't worthy of being called a bridge. An assemblage of loose I-beams bound together by netting and cable was more like it. There were no railings of other safety measures befitting a bridge, and the thing seemed to rock with each step. One false move, perhaps, and it would dump them into a toxic river composed of loose metal beams, shards of broken glass, and heaven forbid what else. And yet it was nothing more than the very passageway they themselves had walked through just minutes ago. Nearby stood that same crane, with its old claw casting a threatening shadow below.

With each step, Cloud feared the rickshaw construction might break underneath their weight and send them plummeting ten feet downwards to a most unhealthy landing amongst the debris. Yet the two of them continued, and arrived safely on a plateau of broken ashpalt on the other side. Ahead and to the left lay piles of trash long coalesced into impenetrable walls, and they walked across the small plateau, alongside the eerie old crane and its hanging, seemingly bloodstained claw.

No, that's just rust, Cloud reassured himself. Ahead of them lay an old wooden shanty the size and smell of an outhouse. Small creatures scuttled into dark hidings as they approached, for their path led right by it. Aeris pointed north, where a ramp of concrete blocks formed a misshapen stairway leading down to ground level.

Cloud heard something, a crunching sound, right next to him, off to the left. Monsters! Instinctively drew his blade and swung it in that direction. Wood splintered and flew as Cloud's weapon crashed into the wooden shanty aside him. A second swipe and he dismembered the other wall of that building, even before realizing what he was doing.

His thoughts caught up to him. What _was_ he doing?

Over-reacting, Cloud told himself. He shook his head at his own folly; never before could he recall being so tense, so ready to strike at any threat, as this present job as a bodyguard. Was it the environment around them? The jungle of metal, that large claw casting a dangerous shadow to the ground. Or was it the smell? It seemed to be coming from the shattered structure. Curiosity overcame him and Cloud hazarded a look inside.

He soon wished he hadn't. Long ago, perhaps weeks or months, some poor thing must have died in there, its remains now a residence for local parasites and tiny scavengers. Nauseated almost to the point of vomiting, Cloud stepped away towards fresher air and tried to return his thoughts to his job. "Let's keep moving," he said as he led Aeris forwards, down from the small hill towards a passage lined by a wall on one side and a line of old, corroded oil drums on the other.

Why was he distracted, he thought again. Was it because of his client? Because she was a unicorn?

Cloud paused again as they rounded a corner, noticing the silence around them. He glanced to Aeris at his left side. "I don't like this...."

Aeris nodded silently as she walked a few steps ahead of Cloud. Cloud began to catch up, but suddenly his foot sank into a soft, waiting trap. Instinctively Cloud drew his blade as he struggled to free his leg from its grip. Then out the corner of his eye he spotted a monsterjumping down towards him.

Stuck in place but still armed, Cloud impaled the beast with the blade of his sword as it came down. A piercing scream cut through the air as his blade sank up to the hilt and the creature landed on top of him, knocking him to his side. Cloud kicked it off of him as he freed his front foot from the ground, then removed his sword fom it.

"Cloud?" Aeris called, turning back suddenly.

Cloud blinked in disbelief as he came to realize the situation: He had snagged his front leg up against some old rusty chains, and in struggling to free it, had shaken the pile of old chemical drums, causing one of them to fall upon him. The ear-splitting scream was, no doubt, merely his blade cutting through the container's thick metal shell.

Cloud blinked again, figuring out what once was a perfectly legible label on the container. Judging by the peculiar symbol emblazoned upon the drum, it must have said 'Biohazard'.

Cloud sheathed his weapon and sighed. Once was excusable, but twice? Why could he not merely focus on his current job, like he had for so many past employers?

"Are you okay?" Aeris asked.

Cloud shook his head. "This is definitely not my day...."

"Don't worry, we're almost through. It's not much farther," Aeris smiled.

"That's good," Cloud shrugged. "This place is getting dangeous...."

Aeris giggled to herself.

"What, did I say something funny?"

"Oh, nothing...," Aeris answered, still smiling. "You're the only dangerous one around here. The path is perfectly safe -- I've taken this road dozens of times...."

"Let's get going then," Cloud nodded as he trotted ahead of Aeris, trying to focus on his job and ignore the scenery around him. The pair trotted through shadows resembling the jaws of some monster, even though they were nothing more than old electrical poles obscuring a lone overhead light. They walked across a shimmering, boiling lake, which turned out nothing more than a small sea of glass shards -- and safety glass at that. They climbed quickly through a chemical-filled exhaust conduit, which was really nothing more than a large pipe with puddles of water collected within. Around another gigantic, waiting arm they travelled, the arm being nothing more than another wrecked crane. By now Cloud was starting to ignore the seeming danger around them. It wasn't real; it was merely his imagination trying to distract him from his job. He would escort Aeris to wherever it was she wanted, collect one short date as his payment, and then continue on towards the Seventh District to find his comrades, Lockheart and Berett.

Finally, after several quiet, odd minutes of walking, climbing, and winding in seemingly endless circles, they arrived at the end of the maze. Ahead of them lay a wide open space, a stark contrast to the claustrophobic road they had just walked through. Filling this space lay what seemed to be an old child's playground. A sandbox lay on one side, its sand long congealed into mud, no longer fit (or safe) to play in. A broken swing-set lay to the right, bereft of its seats and now posessing only several hanging, rusted chains. Next to the swings lay a trio of rotted wooden seesaws, and in the center of it all lay two large metal domes thta young ponies, presumably, once climbed inside of and all over and used as forts. One was taller than the other, and bore a simplistic, smiling face, out the mouth of which spouted forth a dented metal slide for a tongue.

Centuries ago, this would have been a paradise to any kid in the neighborhood. Now it was merely an afterthought, a memento of the era long gone by. Empty, lifeless; only an occasional breeze played in the park, chiming the old chains of the broken swings as if yearning the old days, before the great upper plate of Midnight City blocked out the sun.

"Up here," Aeris directed as she climbed the rather steep metal stairs leading up the larger fort. Cloud, though, stayed on the ground, looking around the decrepit park.

"Which way to the Seventh District now?" Cloud inquired.

"Leaving so soon? I thought you wanted a date. Come on, the view's great from up here!"

"It's only eight feet off the ground, how great could it be?" Cloud asked.

"You'll never know from down there," Aeris chuckled.

Cloud shrugged at the invitation. Looking up, he gauged the distance carefully, and then with his wings launched himself upwards, ten feet into the air, and landing easily on the top level of the small structure. Cloud looked around, and was surprised at what greeted his eyes.

Aeris was right: From even this meager height, Cloud could see over and across most of the junkpiles surrounding and inhabiting the District. Off in the west Cloud could clearly see the central Pillar supporting the Seventh District, and the tops of buildings in the Slumps. Northwards lay nothing more than a seemingly endless forest of scrap metal not much unlike the one they themselves had come through earlier, and to the eastwards lay another Slumps settlement nearby the central pillar supporting the Sixth District.

"What's that place?" Cloud asked, pointing to the lights in the east.

"Those are the Sixth District Slumps. We just call it the Wall Mart. They have more shops and more variety there than anywhere else in the City...."

Cloud looked at the neon signs embellishing some of the establishments, but couldn't identify what either the signs or the buildings were. Even so, the sickly yellow and red lighting seemed to echo a sense of loathing, of vice and crime, across the thick air of the Slumps. "It doesn't look like a friendly place."

"There are a lot of businesses, but no houses. The constant smell of alcohol, smoke... it's worse there than anywhere else, even in the Slumps . . . say, Cloud?"

"Hm?" Cloud looked at Aeris, wondering what sort of question she might ask next.

"You were in Stallion, right . . . I've been wondering, what was your rank?"

Cloud's memory sparked like one nearby light pole flickering and burning out at a most fortuitous moment. "Brigadier, first class."

Aeris nodded. "Ah. He was a brigadier first class too...."

"Who?"

"Oh, nobody in particular," Aeris said, shaking her head. "Just... an old friend I had. You look a bit like him...."

"What was his name?" Cloud asked. "I might know him...."

Aeris chuckled to herself, then pointed to the west and abruptly changed subjects. "Say, the Seventh District is that direction. It's just past that gate over there.

Cloud nodded to himself; it sounded like Aeris didn't want to talk about an old friend -- no, perhaps something more like an old flame.

Cloud shrugged. If she didn't feel like talking, he'd have no business pushing. "Well, I had better get going. Lockherat's got to be wondering about me by now...."

Aeris giggled. "So _that's_ it, huh? I knew it."

"No, it's not like that," Cloud objected. "I've known Lockheart for years. We grew up together; we're just friends. There's nothing --"

Cloud fell short when his eyes fell upon a strange vehicle heading their way from the gateway to the Seventh District. It was an old-fashioned carriage carriage, constructed out of brightly red-painted wood (or at least it seemed like wood), rolling on four large wooden-spoked wheels. The driver sat atop it, holding a pair of reins as its feathreed steed drew the carriage forwards. And what a strange beast it was! Covered in golden yellow feathers from beak to tail, and standing at least ten feet tall, a strange bird wearing a leather harness drew the carriage across, walking across the garbage and metal on the ground upon two legs that were themselves taller than any pony, each leg brandishing a trio of claws as large and sharp as knives. While the overall appearance of this large flightless bird seemed slightly humorous, Cloud's eyes kept a fix upon its large claws. Sure, it looked docile -- but with claws like those, Cloud wouldn't want to see it in a temper.

"Who is that?" Cloud asked to Aeris as the carriage drove by them.

"He's here again," Aeris muttered. "He's a travelling merchant. He comes to the City only every fortnight or so. When he does, he goes around selling and delivering goods to ponies. I wonder where he's headed today...."

As the cart began to draw away from them towards the lights of the Sixth District Slumps, or the wall mart, Cloud noticed a peculiar passenger riding along inside the carriage. The mare waved back shortly as Cloud stood there watching.

"Lockheart...?" Cloud muttered under his breath.

"That was her?" Aeris asked, sounding concerned. "That's odd... the chocobo merchant isn't known for giving rides... well, except for...."

"Except for what?" Cloud asked. "Why isn't she tending to the café like she should? I don't like this." Cloud jumped down from the play fort they were standing on, landing softly but firmly on the ground.

"I don't like it either," Aeris said, jumping down after him. "The merchant also takes jobs from the local slumlords. That's the only reason I can think of why he'd have a passenger on board...."

"If that's so, then who's he taking to her in the Sixth District?"

"The baron of these parts is a shady fellow called Borneo. Von Borneo, actually, and he's got to be the lowest scum of them all. ...if that's where your friend is headed, then --"

"-- Then I'm going after her! It could get dangerous...."

"Then I'm going with you," Aeris volunteered.

"What? No... I'll go alone. I'll make sure Lockheart's safe, then it's back to the Seventh District. You just... um...." Cloud found himself staring into a pair of angered green eyes.

"Go home? Is that what you want me to do? No way. What if _you_ get into trouble, hm? Who'll come looking for you?"

"Well...."

"I'm coming along with you. And that's final!" Aeris insisted.

Cloud shrugged. He looked to the eastwards, but now the bird-drawn carriage was gone from view. He scoffed. "We lost him. Come on!"

Aeris chased after him as Cloud ran off towards the east. If they hurried they might catch up to the merchant in no time, possibly ask a few questions about what he was going to do with his passenger on board. But as they chased on, past a few corners, they spotted no sign of the carriage other than a few clouds of dust flickering about in an otherwise windless area. There was no doubt about it; the merchant must have gone this way.

Cloud came to a halt as the path veered left into a dark, foul-smelling area, lined with slightly rotting old buildings and retrofitted trailers. A large sign above them clearly read, in blinking yellow and white lights, the Wall Mart. Cloud looked down the main avenue of this small merchant's villa, past the hanging orange streetlights and vagrant ponies huddling around drum cans for warmth. The merchant had to have come this way. But where would they look?

"The wall mart," Aeris introduced. "A fine place to shop, but you wouldn't want to live here, what with the baron and his gang. They keep order by his word, and their force."

"I don't like this place either," Cloud answered. "Let's just get in, find Lockheart, and get back out."

* * *

**Author's Notes:**

Once again, procrastination strikes and it took me considerably longer to work on this chapter than I was expecting.

One of my objectives for this version of the chapter was to find an appropriate 'break' point, so that I can pace the events leading up to the Seventh District's destruction, rather than have, say, a very long chapter here and a very short chapter there.

Another one of my objectives when I rewrote this chapter was to portray the passage through the maze of garbage and debris that clutters the roadway between the Fifth District Slumps and its neighbor, the Sixth District. I have read several other FF7 novellizations, and there are indeed varying interpretations on just how it happens. Some authors might spend virtually no time describing the travel, and others allow it to take longer by introducing monsters. No doubt, those who have played Final Fantasy 7 know that the monster population in that area consists mostly of the leech-like "Whole Eaters" and the building-monster called "Hell house". While an encounter with the local monsters here and there is easily excused as artistic license, I've grown a bit tired of Cloud and Aeris almost always running into a pack of monsters in this particular area, at this particular time. It's almost a fandom cliché. So, when performing this rewrite of the chapter, I decided to play the monster-encounter angle, but without introducing any actual monsters into play. Midnight City is not the most dangerous of cities, and the small creatures that might pose a danger to travellers are themselves scared of the inhabitants. So this time, as they pass through the veritable jungle of junk, there _are_ no monsters to encounter. Or are there? Cloud is on edge throughout this sequence, and in two occasions attacks what he thinks might be a monster, but is actually harmless scenery.

It was fun to write, but in retrospect I'm not so sure how it fits with Cloud's being a mercenary. I'll have to give it more thought, and perhaps write a new version of this sequence later.

For the next chapter, Cloud discovers where Lockheart is, no doubt in the paws of the district's slimy baron, von Borneo. How can he get to her without causing a scene? And why is Lockheart there in the first place? What information does Borneo have, and what will it cost the rebels to find out?

* * *

_Disclaimer:  
Final Fantasy 7, its original characters, and its original plot are, of course, productions of Squaresoft Inc. (now Square Enix, LLC). And My Little Pony is a trademark of Hasbro, Inc. _


End file.
